SEC Form 4 · accession 0001209191-16-146912

iRhythm Holdings, Inc. · IRTC

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

Reporting owner

Casper L. de Clercq

Director · 10% Owner

Period of report

Oct 25, 2016

Accepted (ET)

Oct 25, 2016 · 7:55 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,F3	Oct 25, 2016	C	1,184,747	—	A	1,184,747	I	By Limited Partnership
Common Stock^F4,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	D/I
Series D Convertible Preferred Stock^F3,F1	—	Oct 25, 2016	C	786,864	D	—	—	Common Stock	786,864	I
Series E Convertible Preferred Stock^F3,F2	—	Oct 25, 2016	C	397,883	D	—	—	Common Stock	397,883	I
Series D Convertible Preferred Stock^F6,F4	—	Oct 25, 2016	C	786,864	D	—	—	Common Stock	786,864	I
Series E Convertible Preferred Stock^F6,F5	—	Oct 25, 2016	C	397,883	D	—	—	Common Stock	397,883	I

Explanation of responses

F1The 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.
F2The 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.
F3The 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 his position as an officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Casper de Clercq may be deemed to share voting and dispositive power with respect to such securities. Mr. de Clercq disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
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 his position as an officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XII, Casper de Clercq may be deemed to share voting and dispositive power with respect to such securities. Mr. de Clercq disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.