SEC Form 4 · accession 0000899243-16-032257
iRhythm Holdings, Inc. · IRTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Philippe O. Chambon
10% Owner
Ronald Hunt
10% Owner
New Leaf Ventures II, L.P.
10% Owner
Jeani Delagardelle
10% Owner
New Leaf Venture Associates II, L.P.
10% Owner
Liam Ratcliffe
10% Owner
Period of report
Oct 25, 2016
Accepted (ET)
Oct 25, 2016 · 1:22 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 | D | |
| Common StockF4,F5 | Oct 25, 2016 | P | 25,000 | $17.00 | A | 1,741,589 | D |
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 | D |
| Series D Convertible Preferred StockF5,F2,F4 | — | Oct 25, 2016 | C | 190,154 | D | — | — | Common Stock | 190,154 | 0 | D |
| Series E Convertible Preferred StockF5,F3,F4 | — | Oct 25, 2016 | C | 155,548 | D | — | — | Common Stock | 155,548 | 0 | D |
| 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 | D |
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"). New Leaf Venture Associates II, L.P. ("NLV Associates II") is the general partner of NLV II and New Leaf Venture Management II, L.L.C. ("NLV Management II") is the general partner of NLV Associates II. Philippe O. Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi and Liam Ratcliffe are the individual managers of NLV Management II (the "Individual Managers"). NLV Associates II and NLV Management II disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Vijay Lathi is a director of the Issuer and, accordingly, files separate Section 16 reports. As one of five individual managers, each of the Individual Managers disclaims beneficial ownership over the shares reported herein, and in all events disclaims pecuniary interest except to the extent of his or her economic interest.