SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/19/2016 | 3. Issuer Name and Ticker or Trading Symbol iRhythm Technologies, Inc. [ IRTC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C Convertible Preferred Stock | (1) | (2) | Common Stock | 1,794,624(3) | (4) | D(5) | |
| Series C Convertible Preferred Stock | (1) | (2) | Common Stock | 1,794,623(3) | (4) | D(5) | |
| Series D Convertible Preferred Stock | (1) | (2) | Common Stock | 1,118,623(3) | (6) | D(5) | |
| Series E Convertible Preferred Stock | (1) | (2) | Common Stock | 670,736(3) | (6) | D(5) | |
| Series E Convertible Preferred Stock | (1) | (2) | Common Stock | 244,311(3) | (6) | D(5) | |
| Series D Preferred Stock Warrant (Right to Buy) | (1) | 11/01/2019 | Common Stock | 425,847(3) | 0.001 | D(5) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Immediately |
| 2. N/A |
| 3. The number of underlying shares of common stock reported in column 3 does not reflect a 5.882698 for 1 reverse stock split, to be effective upon the closing of the issuer's initial public offering. |
| 4. Converts into common stock on a 2.24685484 for 1 basis. |
| 5. Represents shares directly beneficially owned by New Leaf Ventures II, L.P. ("NLV II"). New Leaf Venture Associates II, L.P. ("NLV Associates II") is the general partner of NLV II and New Leaf Venture Management II, L.L.C. ("NLV Management II") is the general partner of NLV Associates II. Philippe O. Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi and Liam Ratcliffe are the individual managers of NLV Management II (the "Individual Managers"). NLV Associates II and NLV Management II disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Vijay Lathi is a director of the Issuer and, accordingly, files separate Section 16 reports. As one of five individual managers, each of the Individual Managers disclaims beneficial ownership over the shares reported herein, and in all events disclaims pecuniary interest except to the extent of his or her economic interest. |
| 6. 1-for-1 |
| Remarks: |
| EXHIBIT LIST Exhibit 24 Exhibit 99 The Date of Event is based upon the date of effectiveness of the Issuer's Registration Statement on Form S-1 filed in connection with the Issuer's initial public offering, estimated to be on or about October 19, 2016. |
| /s/ Craig L. Slutzkin, attorney-in-fact for New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P., the sole general partner of New Leaf Ventures II, L.P. | 10/19/2016 | |
| /s/ Craig L. Slutzkin, attorney-in-fact for New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P. | 10/19/2016 | |
| /s/ Craig L. Slutzkin, attorney-in-fact for New Leaf Venture Management II, L.L.C. | 10/19/2016 | |
| /s/ Craig L. Slutzkin, attorney-in-fact for Philippe O. Chambon | 10/19/2016 | |
| /s/ Craig L. Slutzkin, attorney-in-fact for Jeani Delagardelle | 10/19/2016 | |
| /s/ Craig L. Slutzkin, attorney-in-fact for Ronald M. Hunt | 10/19/2016 | |
| /s/ Craig L. Slutzkin, attorney-in-fact for Liam Ratcliffe | 10/19/2016 | |
| ** 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 5 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||