Matthew D. Howard Form 3 iRhythm / Matthew D. Howard ownership change

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

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. 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)

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

5. 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 Beneficially Owned
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)
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 D Convertible Preferred Stock(1)	(2)	(2)	Common Stock	786,864	(2)	D
Series E Convertible Preferred Stock(1)	(3)	(3)	Common Stock	397,883	(3)	D
Series D Convertible Preferred Stock	(4)	(4)	Common Stock	786,864	(4)	I	By Limited Partnership(5)
Series E Convertible Preferred Stock	(6)	(6)	Common Stock	397,883	(6)	I	By Limited Partnership(5)

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)

Explanation of Responses:

1. The securities shown on 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, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

2. The Series D Convertible Preferred Stock shall automatically convert 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 shall automatically convert 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 shall automatically convert 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 securities shown on 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, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

6. The Series E Convertible Preferred Stock shall automatically convert 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.

Remarks:

	/s/ Kurt Betcher, as Attorney in-fact	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.