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: New Leaf Ventures II, L.P. (10% Owner)
Reporting Person: Delagardelle Jeani (10% Owner)
Reporting Person: HUNT RONALD (10% Owner)
Reporting Person: Ratcliffe Liam (10% Owner)
Reporting Person: New Leaf Venture Associates II, L.P. (10% Owner)
Reporting Person: New Leaf Venture Management II, L.L.C. (10% Owner)
Reporting Person: Chambon Philippe O. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-25	Common Stock	C	1716589	—	Acquired	1716589	Direct
2016-10-25	Common Stock	P	25000	$17.00	Acquired	1741589	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-25	Series C Convertible Preferred Stock	$	C	610136	Disposed		Common Stock (1370887)	Direct
2016-10-25	Series D Convertible Preferred Stock	$	C	190154	Disposed		Common Stock (190154)	Direct
2016-10-25	Series E Convertible Preferred Stock	$	C	155548	Disposed		Common Stock (155548)	Direct
2016-10-25	Series D Preferred Stock Warrant (Right to Buy)	$0.001	C	72389	Disposed	2019-11-01	Common Stock (72389)	Direct

Footnotes

F1: The Series C Convertible Preferred Stock converted into Common Stock on a 2.24685484-for-1 basis and had no expiration date.

F2: The Series D Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date.

F3: The Series E Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date.

F4: Reflects 5.882698 for 1 reverse stock split which became effective on October 5, 2016.

F5: Represents shares directly beneficially owned by New Leaf Ventures II, L.P. ("NLV II"). New Leaf Venture Associates II, L.P. ("NLV Associates II") is the general partner of NLV II and New Leaf Venture Management II, L.L.C. ("NLV Management II") is the general partner of NLV Associates II. Philippe O. Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi and Liam Ratcliffe are the individual managers of NLV Management II (the "Individual Managers"). NLV Associates II and NLV Management II disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Vijay Lathi is a director of the Issuer and, accordingly, files separate Section 16 reports. As one of five individual managers, each of the Individual Managers disclaims beneficial ownership over the shares reported herein, and in all events disclaims pecuniary interest except to the extent of his or her economic interest.