iRhythm Technologies, Inc. — Director's Dealing 2016

Oct 19, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: iRhythm Technologies, Inc. (IRTC)
CIK: 0001388658
Period of Report: 2016-10-19

Reporting Person: de Clercq Casper L. (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Convertible Preferred Stock	$		Common Stock (786864)		Indirect
Series E Convertible Preferred Stock	$		Common Stock (397883)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (786864)		Indirect
Series E Convertible Preferred Stock	$		Common Stock (397883)		Indirect

Footnotes

F1: The Series D Convertible Preferred Stock shall automatically convert 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.

F2: The securities shown on Lines 1 and 2 of Table II represent securities held of record by Norwest Venture Partners XI, LP ("NVP XI"). By virtue of his position as co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Casper de Clercq may be deemed to share voting and dispositive power with respect to such securities. Mr. de Clercq disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

F3: The Series E Convertible Preferred Stock shall automatically convert 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 shall automatically convert 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 securities shown on Lines 3 and 4 of Table II represent securities held of record by Norwest Venture Partners XII, LP ("NVP XII"). By virtue of his position as co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XII, Casper de Clercq may be deemed to share voting and dispositive power with respect to such securities. Mr. de Clercq disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

F6: The Series E Convertible Preferred Stock shall automatically convert 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.