SEC Form 4 · accession 0001209191-16-146911
iRhythm Holdings, Inc. · IRTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Promod Haque
10% Owner
Norwest Venture Partners XI, LP
10% Owner
Jeffrey Crowe
10% Owner
Matthew D. Howard
10% Owner
Norwest Venture Partners XII, LP
10% Owner
Period of report
Oct 25, 2016
Accepted (ET)
Oct 25, 2016 · 7:54 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 | Oct 25, 2016 | C | 1,184,747 | — | A | 1,184,747 | D | |
| Common StockF4,F5,F6 | Oct 25, 2016 | C | 1,184,747 | — | A | 1,184,747 | I | By Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Convertible Preferred StockF1,F2 | — | Oct 25, 2016 | C | 786,864 | D | — | — | Common Stock | 786,864 | 0 | D |
| Series E Convertible Preferred StockF1,F3 | — | Oct 25, 2016 | C | 397,883 | D | — | — | Common Stock | 397,883 | 0 | D |
| Series D Convertible Preferred StockF6,F4 | — | Oct 25, 2016 | C | 786,864 | D | — | — | Common Stock | 786,864 | 0 | I |
| Series E Convertible Preferred StockF6,F5 | — | Oct 25, 2016 | C | 397,883 | D | — | — | Common Stock | 397,883 | 0 | I |
Explanation of responses
- F1The securities shown on Line 1 of Table I and Lines 1 and 2 of Table II represent securities held of record by Norwest Venture Partners XI, LP ("NVP XI"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC("NVP Associates"), the managing member of the general partner of NVP XI, Promod Haque, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power with respect to such securities. Messrs. Haque, Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
- F2The Series D Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
- F3The Series E Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
- F4The Series D Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
- F5The Series E Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
- F6The securities shown on Line 2 of Table I and Lines 3 and 4 of Table II represent securities held of record by Norwest Venture Partners XII, LP ("NVP XII"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC("NVP Associates"), the managing member of the general partner of NVP XII, Promod Haque, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power with respect to such securities. Messers. Haque, Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.