Vijay K Lathi Form 4 iRhythm / Vijay K Lathi ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lathi Vijay K

(Last) (First) (Middle)

C/O NEW LEAF VENTURE PARTNERS

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
iRhythm Technologies, Inc. [ IRTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/25/2016		C		1,716,589	A	(1)(2)(3)	1,716,589(4)	I	See Footnote(5)
Common Stock	10/25/2016		P		25,000	A	$17	1,741,589(4)	I	See Footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)	10/25/2016		C			610,136	(1)	(1)	Common Stock	1,370,887(4)	$0.00	0	I	See Footnote(5)
Series D Convertible Preferred Stock	(2)	10/25/2016		C			190,154	(2)	(2)	Common Stock	190,154(4)	$0.00	0	I	See Footnote(5)
Series E Convertible Preferred Stock	(3)	10/25/2016		C			155,548	(3)	(3)	Common Stock	155,548(4)	$0.00	0	I	See Footnote(5)
Series D Preferred Stock Warrant (Right to Buy)	$0.001	10/25/2016		C			72,389	11/01/2012	11/01/2019	Common Stock	72,389(4)	$0.00	0	I	See Footnote(5)

Explanation of Responses:

1. The Series C Convertible Preferred Stock converted into Common Stock on a 2.24685484-for-1 basis and had no expiration date.

2. The Series D Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date.

3. The Series E Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date.

4. Reflects 5.882698 for 1 reverse stock split which became effective on October 5, 2016.

5. Represents 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.

Remarks:

	/s/ Craig L. Slutzkin, attorney-in-fact, Craig L. Slutzkin, attorney-in-fact for Vijay K. Lathi	10/25/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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