SEC Form 4 · accession 0000899243-17-022129

iRhythm Holdings, Inc. · IRTC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Sep 13, 2017

Accepted (ET)

Sep 15, 2017 · 2:06 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 Stock^F1,F2	Sep 13, 2017	X	72,389	—	A	738,354	I	See Footnote
Common Stock^F2	Sep 13, 2017	S	10	$45.824	D	738,344	I	See Footnote
Common Stock^F4,F2	Sep 13, 2017	S	34,603	$49.509	D	703,741	I	See Footnote
Common Stock	holding	—	—		—	1,405	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Stock Warrant (Right to Buy)^F2,F1	—	Sep 13, 2017	X	72,389	D	Nov 1, 2012	Nov 1, 2019	Common Stock	72,389	0	I

F1$0.0058827.
F2Represents 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.
F3On September 13, 2017, NLV II exercised a warrant to purchase 72,389 share of IRTC common stock for $0.0058827 a share. NLV II paid the exercise price on a cashless basis, resulting in IRTC withholding 10 of the warrant shares to pay the exercise price and issuing to NLV II the remaining 72,379 shares.
F4This transaction was executed in multiple trades at prices ranging from $49.43 to $49.54. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.