Norwest Venture Partners XI Form 4 iRhythm / PROMOD HAQUE 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^*

Norwest Venture Partners XI, LP

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(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	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)

	Form filed by One Reporting Person
X	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(1)	10/25/2016		C		1,184,747	A	(2)(3)	1,184,747	D
Common Stock	10/25/2016		C		1,184,747	A	(4)(5)	1,184,747	I	By Limited Partnership(6)

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 D Convertible Preferred Stock(1)	(2)	10/25/2016		C			786,864	(2)	(2)	Common Stock	786,864	$0.00	0	D
Series E Convertible Preferred Stock(1)	(3)	10/25/2016		C			397,883	(3)	(3)	Common Stock	397,883	$0.00	0	D
Series D Convertible Preferred Stock	(4)	10/25/2016		C			786,864	(4)	(4)	Common Stock	786,864	$0.00	0	I	By Limited Partnership(6)
Series E Convertible Preferred Stock	(5)	10/25/2016		C			397,883	(5)	(5)	Common Stock	397,883	$0.00	0	I	By Limited Partnership(6)

1. Name and Address of Reporting Person^*

Norwest Venture Partners XI, LP

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crowe Jeffrey

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Howard Matthew D.

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Norwest Venture Partners XII, LP

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAQUE PROMOD

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. The 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.

2. The 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.

3. The 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.

4. The 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.

5. The 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.

6. The 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.

Remarks:

	/s/ Kurt Betcher, As Attorney in-fact	10/25/2016
	** Signature of Reporting Person	Date
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