iRhythm Technologies, Inc. — Director's Dealing 2017

Sep 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: iRhythm Technologies, Inc. (IRTC)
CIK: 0001388658
Period of Report: 2017-09-13

Reporting Person: Lathi Vijay K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-13	Common Stock	X	72389	—	Acquired	738354	Indirect
2017-09-13	Common Stock	S	10	$45.824	Disposed	738344	Indirect
2017-09-13	Common Stock	S	34603	$49.509	Disposed	703741	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-13	Common Stock Warrant (Right to Buy)	$	X	72389	Disposed	2019-11-01	Common Stock (72389)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1405	Direct

Footnotes

F1: $0.0058827.

F2: 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.

F3: On September 13, 2017, NLV II exercised a warrant to purchase 72,389 share of IRTC common stock for $0.0058827 a share. NLV II paid the exercise price on a cashless basis, resulting in IRTC withholding 10 of the warrant shares to pay the exercise price and issuing to NLV II the remaining 72,379 shares.

F4: This transaction was executed in multiple trades at prices ranging from $49.43 to $49.54. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.