iRhythm Technologies, Inc. — Director's Dealing 2021

Jan 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: iRhythm Technologies, Inc. (IRTC)
CIK: 0001388658
Period of Report: 2021-01-17

Reporting Person: Vort David A (EVP, Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-17	Common Stock	A	12940	—	Acquired	28542	Direct
2021-01-17	Common Stock	F	6416	$250.57	Disposed	22126	Direct
2021-01-19	Common Stock	M	2118	$35.25	Acquired	24244	Direct
2021-01-19	Common Stock	M	2882	$63.95	Acquired	27126	Direct
2021-01-19	Common Stock	S	1085	$249.9455	Disposed	26041	Direct
2021-01-19	Common Stock	S	1180	$250.7784	Disposed	24861	Direct
2021-01-19	Common Stock	S	1778	$251.946	Disposed	23083	Direct
2021-01-19	Common Stock	S	907	$252.6158	Disposed	22176	Direct
2021-01-19	Common Stock	S	50	$253.57	Disposed	22126	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-19	Employee Stock Option (right to buy)	$35.25	M	2118	Disposed	2027-02-16	Common Stock (2118.0)	Direct
2021-01-19	Common Stock	$63.95	M	2882	Disposed	2028-02-27	Common Stock (2882.0)	Direct

Footnotes

F1: Represents the acquisition of shares upon the determination of the Compensation Committee of the Board of Directors of the Issuer that the performance conditions were met with respect to performance restricted stock units (PSUs) granted to the Reporting Person on June 19, 2020.

F2: Represents shares that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the issuance of shares pursuant to PSUs granted to the Reporting Person on June 19, 2020.

F3: 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 September 8, 2020.

F4: This transaction was executed in multiple trades at prices ranging from $249.32 to $250.19 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 $250.32 to $251.27 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 $251.335 to $252.27 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 $252.34 to $253.24 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 option, originally granted for 25,400 shares, of which 24,341 shares have been exercised, vested as to 1/4 of the shares on March 1, 2018 and as to 1/36 of the remaining shares each month thereafter.

F9: This option, originally granted for 15,200 shares, of which 2,882 shares have been exercised, vested as to 1/4 of the shares on March 1, 2019 and as to 1/36 of the remaining shares each month thereafter.