iRhythm Technologies, Inc. — Director's Dealing 2020

May 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: iRhythm Technologies, Inc. (IRTC)
CIK: 0001388658
Period of Report: 2020-05-19

Reporting Person: King Kevin M (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-19	Common Stock	M	11162	$5.82	Acquired	240674	Direct
2020-05-19	Common Stock	M	21779	$7.47	Acquired	262453	Direct
2020-05-19	Common Stock	M	39059	$8.18	Acquired	301512	Direct
2020-05-19	Common Stock	S	21526	$123.0573	Disposed	279986	Direct
2020-05-19	Common Stock	S	5937	$123.8451	Disposed	274049	Direct
2020-05-19	Common Stock	S	12948	$125.647	Disposed	261101	Direct
2020-05-19	Common Stock	S	9624	$126.2184	Disposed	251477	Direct
2020-05-19	Common Stock	S	10017	$127.7431	Disposed	241460	Direct
2020-05-19	Common Stock	S	8743	$128.4847	Disposed	232717	Direct
2020-05-19	Common Stock	S	3205	$129.6553	Disposed	229512	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-19	Employee Stock Option (right to buy)	$5.82	M	11162	Disposed	2025-04-14	Common Stock (11162.0)	Direct
2020-05-19	Employee Stock Option (right to buy)	$7.47	M	21779	Disposed	2025-07-21	Common Stock (21779.0)	Direct
2020-05-19	Employee Stock Option (right to buy)	$8.18	M	39059	Disposed	2025-12-15	Common Stock (39059.0)	Direct

Footnotes

F1: The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2019.

F2: This transaction was executed in multiple trades at prices ranging from $122.55 to $123.47 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: This transaction was executed in multiple trades at prices ranging from $123.543 to $124.90 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F4: This transaction was executed in multiple trades at prices ranging from $125.05 to $126.04 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: This transaction was executed in multiple trades at prices ranging from $126.06 to $127.044 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F6: This transaction was executed in multiple trades at prices ranging from $127.205 to $128.18 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F7: This transaction was executed in multiple trades at prices ranging from 128.20 to $128.74 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F8: This transaction was executed in multiple trades at prices ranging from $129.292 to $130.00 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F9: All of the shares subject to this option are fully vested and exercisable as of the date hereof.