iRhythm (IRTC) Form 4 iRhythm / Sumi Shrishrimal 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^*

Shrishrimal Sumi

(Last) (First) (Middle)

C/O IRHYTHM TECHNOLOGIES, INC.

699 8TH ST #600

(Street)

SAN FRANCISCO CA 94103

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2023

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	11/30/2023		J	V	166(1)	A	$72.49	23,464	D
Common Stock	05/31/2024		J	V	186(2)	A	$74.98	23,650	D
Common Stock	11/29/2024		J	V	110(3)	A	$71.46	23,760	D
Common Stock	02/25/2025		A		15,293(4)	A	$0	39,053	D
Common Stock	02/26/2025		A		6,732(5)	A	$0	45,785	D
Common Stock	02/26/2025		S		7,942(6)	D	$112.13	37,843	D

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

Explanation of Responses:

1. Ms. Shrishrimal is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2016 Employee Stock Purchase Plan for the purchase period December 1, 2022 through November 30, 2023. This transaction is exempt from Section 16(b) under Rule 16b-3.

2. Ms. Shrishrimal is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2016 Employee Stock Purchase Plan for the purchase period December 1, 2023 through May 31, 2024. This transaction is exempt from Section 16(b) under Rule 16b-3.

3. Ms. Shrishrimal is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2016 Employee Stock Purchase Plan for the purchase period June 1, 2024 through November 30, 2024. This transaction is exempt from Section 16(b) under Rule 16b-3.

4. Represents the acquisition of shares upon the determination of the Compensation Committee of the Board of Directors of the Issuer that the performance conditions were met with respect to performance Restricted Stock Units ("RSUs") granted to the Reporting Person on May 24, 2022.

5. These securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. 25% of the RSUs vest on March 1, 2026 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

6. These shares were sold to cover tax withholding and remittance obligations in connection with the vesting of performance RSUs.

Remarks:

	/s/ Marc Rosenbaum, attorney-in-fact	02/27/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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