Richard S. Stack Form 4 iRhythm / Richard S. Stack 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^*

SYNERGY LIFE SCIENCE PARTNERS L P

(Last)

(First)

(Middle)

1350 BAYSHORE HIGHWAY, SUITE 920

(Street)

BURLINGAME

94010

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/25/2016		C		2,384,524	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	2,384,524⁽⁶⁾	D⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	10/25/2016		C			264,419	⁽¹⁾	⁽¹⁾	Common Stock	264,419⁽⁶⁾	$0.00	0	D⁽⁷⁾
Series A Convertible Preferred Stock	⁽¹⁾	10/25/2016		C			837,328	⁽¹⁾	⁽¹⁾	Common Stock	837,328⁽⁶⁾	$0.00	0	D⁽⁷⁾
Series A Convertible Preferred Stock	⁽¹⁾	10/25/2016		C			528,838	⁽¹⁾	⁽¹⁾	Common Stock	528,838⁽⁶⁾	$0.00	0	D⁽⁷⁾
Series B Convertible Preferred Stock	⁽²⁾	10/25/2016		C			67,768	⁽²⁾	⁽²⁾	Common Stock	135,833⁽⁶⁾	$0.00	0	D⁽⁷⁾
Series C Convertible Preferred Stock	⁽³⁾	10/25/2016		C			38,358	⁽³⁾	⁽³⁾	Common Stock	86,184⁽⁶⁾	$0.00	0	D⁽⁷⁾
Series C Convertible Preferred Stock	⁽³⁾	10/25/2016		C			81,174	⁽³⁾	⁽³⁾	Common Stock	182,387⁽⁶⁾	$0.00	0	D⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁴⁾	10/25/2016		C			179,011	⁽⁴⁾	⁽⁴⁾	Common Stock	179,011⁽⁶⁾	$0.00	0	D⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁵⁾	10/25/2016		C			114,018	⁽⁵⁾	⁽⁵⁾	Common Stock	114,018⁽⁶⁾	$0.00	0	D⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁵⁾	10/25/2016		C			56,506	⁽⁵⁾	⁽⁵⁾	Common Stock	56,506⁽⁶⁾	$0.00	0	D⁽⁷⁾
Series D Preferred Stock Warrant (Right to Buy)	$0.001	10/25/2016		C			49,581	11/01/2012	11/01/2019	Common Stock	49,581⁽⁶⁾	$0.00	0	D⁽⁷⁾

1. Name and Address of Reporting Person^*

SYNERGY LIFE SCIENCE PARTNERS L P

(Last)

(First)

(Middle)

1350 BAYSHORE HIGHWAY, SUITE 920

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Synergy Venture Partners, LLC

(Last)

(First)

(Middle)

1350 BAYSHORE HIGHWAY, SUITE 920

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Jain Mudit K.

(Last)

(First)

(Middle)

1350 BAYSHORE HIGHWAY, SUITE 920

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Stack Richard S.

(Last)

(First)

(Middle)

1350 BAYSHORE HIGHWAY, SUITE 920

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

Explanation of Responses:

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

2. The Series B Convertible Preferred Stock converted into Common Stock on a 2.00438849-for-1 basis and had no expiration date.

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

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

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

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

7. Synergy Venture Partners, LLC ("SVP LLC") serves as the sole General Partner of Synergy Life Science Partners, LP ("Synergy"). As such, SVP LLC possesses sole voting and investment control over the securities owned by Synergy, and may be deemed to have indirect beneficial ownership of the securities held by Synergy. SVP LLC, however, owns no securities of the Issuer directly. Messrs. Stack, Jain and Starling are Managers of SVP LLC and share voting and dispositive power over the shares held by Synergy. Each Reporting Person disclaims beneficial ownership of the shares held by Synergy except to the extent of his or its proportionate pecuniary interest therein.

Remarks:

Exhibit List Exhibit 99

	/s/ William N. Starling, William N. Starling, Jr., Synergy Life Science Partners, LP	10/25/2016
	/s/ William N. Starling, William N. Starling, Jr., Synergy Venture Partners, LLC	10/25/2016
	/s/ Mudit Jain, Synergy Venture Partners, LLC	10/25/2016
	/s/ Richard Stack, Synergy Venture Partners, LLC	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).
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.

Richard S. Stack Form 4iRhythm / Richard S. Stack ownership change