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: 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)

Holdings (Derivative)

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

Footnotes

F1: 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 their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

F2: 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.

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 their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XII, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Howard and Crowe disclaim 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.