iRhythm Technologies, Inc. — Director's Dealing 2017

Jul 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: iRhythm Technologies, Inc. (IRTC)
CIK: 0001388658
Period of Report: 2017-04-26

Reporting Person: Lathi Vijay K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-26	Common Stock	A	1405	$0.00	Acquired	1405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-26	Employee Stock Option (right to buy)	$34.61	A	3007	Acquired	2027-04-26	Common Stock (3007)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	665965	Indirect

Footnotes

F1: The reported securities are represented by restricted stock units ("RSUs"), which represents a contingent right to receive shares of IRTC common stock. The RSUs fully vest on April 26, 2018.

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: The option vests in twelve equal monthly installments beginning on May 26, 2017.