iRhythm Technologies, Inc. — Director's Dealing 2016

Oct 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: iRhythm Technologies, Inc. (IRTC)
CIK: 0001388658
Period of Report: 2016-10-25

Reporting Person: Norwest Venture Partners XI, LP (10% Owner)
Reporting Person: Crowe Jeffrey (10% Owner)
Reporting Person: Howard Matthew D. (10% Owner)
Reporting Person: Norwest Venture Partners XII, LP (10% Owner)
Reporting Person: HAQUE PROMOD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-25	Common Stock	C	1184747	—	Acquired	1184747	Direct
2016-10-25	Common Stock	C	1184747	—	Acquired	1184747	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-25	Series D Convertible Preferred Stock	$	C	786864	Disposed		Common Stock (786864)	Direct
2016-10-25	Series E Convertible Preferred Stock	$	C	397883	Disposed		Common Stock (397883)	Direct
2016-10-25	Series D Convertible Preferred Stock	$	C	786864	Disposed		Common Stock (786864)	Indirect
2016-10-25	Series E Convertible Preferred Stock	$	C	397883	Disposed		Common Stock (397883)	Indirect

Footnotes

F1: The securities shown on Line 1 of Table I and Lines 1 and 2 of Table II represent securities held of record by Norwest Venture Partners XI, LP ("NVP XI"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC("NVP Associates"), the managing member of the general partner of NVP XI, Promod Haque, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power with respect to such securities. Messrs. Haque, Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

F2: The Series D Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

F3: The Series E Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

F4: The Series D Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

F5: The Series E Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

F6: The securities shown on Line 2 of Table I and Lines 3 and 4 of Table II represent securities held of record by Norwest Venture Partners XII, LP ("NVP XII"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC("NVP Associates"), the managing member of the general partner of NVP XII, Promod Haque, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power with respect to such securities. Messers. Haque, Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.