iRhythm Technologies, Inc. — Director's Dealing 2020

May 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: iRhythm Technologies, Inc. (IRTC)
CIK: 0001388658
Period of Report: 2020-05-04

Reporting Person: Vort David A (EVP, Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-04	Common Stock	M	9914	$3.65	Acquired	25890	Direct
2020-05-04	Common Stock	S	2593	$102.1073	Disposed	23297	Direct
2020-05-04	Common Stock	S	3114	$102.7443	Disposed	20183	Direct
2020-05-04	Common Stock	S	4504	$103.999	Disposed	15679	Direct
2020-05-05	Common Stock	M	1053	$3.65	Acquired	16732	Direct
2020-05-05	Common Stock	S	1053	$110	Disposed	15679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-04	Employee Stock Option (right to buy)	$3.65	M	9914	Disposed	2024-02-04	Common Stock (9914.0)	Direct
2020-05-04	Employee Stock Option (right to buy)	$3.65	M	1053	Disposed	2024-02-04	Common Stock (1053.0)	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 March 3, 2020.

F2: Includes 297 shares acquired pursuant to the issuer's 2016 Employee Stock Purchase Plan (the "Plan") on June 1, 2019 and 100 shares acquired pursuant to the Plan on November 29, 2019. Due to a clerical error, the number of shares reported as beneficially owned by the Reporting Person was overstated by 1,077 shares. Accordingly, the number of shares reported in column 5 has been adjusted to reflect the Reporting Person's ownership following the reported transaction.

F3: This transaction was executed in multiple trades at prices ranging from $101.33 to $102.32 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 $102.325 to $103.21 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 $103.345 to $105.00 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.

F6: This option is fully vested and exercisable in full.