SEC Form 4 · accession 0000899243-16-032255
iRhythm Holdings, Inc. · IRTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vijay K Lathi
Director · 10% Owner
Period of report
Oct 25, 2016
Accepted (ET)
Oct 25, 2016 · 1:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001388658
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Oct 25, 2016 | C | 1,716,589 | — | A | 1,716,589 | I | See Footnote |
| Common StockF4,F5 | Oct 25, 2016 | P | 25,000 | $17.00 | A | 1,741,589 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF5,F1,F4 | — | Oct 25, 2016 | C | 610,136 | D | — | — | Common Stock | 1,370,887 | 0 | I |
| Series D Convertible Preferred StockF5,F2,F4 | — | Oct 25, 2016 | C | 190,154 | D | — | — | Common Stock | 190,154 | 0 | I |
| Series E Convertible Preferred StockF5,F3,F4 | — | Oct 25, 2016 | C | 155,548 | D | — | — | Common Stock | 155,548 | 0 | I |
| Series D Preferred Stock Warrant (Right to Buy)F5,F4 | $0.001 | Oct 25, 2016 | C | 72,389 | D | Nov 1, 2012 | Nov 1, 2019 | Common Stock | 72,389 | 0 | I |
Explanation of responses
- F1The Series C Convertible Preferred Stock converted into Common Stock on a 2.24685484-for-1 basis and had no expiration date.
- F2The Series D Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date.
- F3The Series E Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date.
- F4Reflects 5.882698 for 1 reverse stock split which became effective on October 5, 2016.
- F5Represents 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.