iRhythm Technologies, Inc. — Director's Dealing 2017

Jun 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: iRhythm Technologies, Inc. (IRTC)
CIK: 0001388658
Period of Report: 2017-06-06

Reporting Person: Lathi Vijay K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-06	Common Stock	S	138624	$36.63	Disposed	957965	Indirect
2017-06-08	Common Stock	S	292000	$38.04	Disposed	665965	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price (gross of commissions). These shares were sold in multiple transactions at prices ranging from $36.50 to $36.71, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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 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 price reported in Column 4 is a weighted average price (gross of commissions). These shares were sold in multiple transactions at prices ranging from $38.00 to $38.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.