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: Lathi Vijay K (Director, 10% Owner)

Non-Derivative Transactions

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

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)	Indirect
2016-10-25	Series D Convertible Preferred Stock	$	C	190154	Disposed		Common Stock (190154)	Indirect
2016-10-25	Series E Convertible Preferred Stock	$	C	155548	Disposed		Common Stock (155548)	Indirect
2016-10-25	Series D Preferred Stock Warrant (Right to Buy)	$0.001	C	72389	Disposed	2019-11-01	Common Stock (72389)	Indirect

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"). The Reporting Person is an individual manager of New Leaf Venture Management II, L.L.C. ("Management II"). Management II is the general partner of New Leaf Venture Associates II, L.P. ("Associates II"). Associates II is the general partner of New Leaf Ventures II, L.P. ("NLV II"). As such, the Reporting Person shares voting and dispositive control with respect to the shares held by NLV II. The Reporting Person disclaims beneficial ownership of the shares held by NLV II, except to the extent of his proportionate pecuniary interest therein.