Mark J. Day Form 4 iRhythm / Mark J. Day 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^*

Day Mark J.

(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, Research & Development

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2021

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	02/23/2021		M		8,300	A	$17	38,386	D
Common Stock	02/23/2021		M		971	A	$36.22	39,357	D
Common Stock	02/23/2021		M		123	A	$63.95	39,480	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
Employee Stock Option (right to buy)	$17	02/23/2021		M		8,300		09/21/2017(1)	10/20/2026	Common Stock	8,300	$17	7,485	D
Employee Stock Option (right to buy)	$36.22	02/23/2021		M		971		03/01/2018(2)	02/08/2027	Common Stock	971	$36.22	14,077	D
Employee Stock Option (right to buy)	$63.95	02/23/2021		M		123		03/01/2019(3)	02/27/2028	Common Stock	123	$63.95	10,577	D

Explanation of Responses:

1. The option, originally granted for 33,998 shares, of which 16,713 have been exercised, vested as to 25% of the shares on September 21, 2017, and as to 1/48 of the shares each month thereafter.

2. The option, originally granted for 23,300 shares, of which 8,252 have been exercised, vested as to 25% of the shares on March 1, 2018, and as to 1/48 of the shares each month thereafter.

3. The option vests as to 25% of the shares on March 1, 2019, and as to 1/48 of the shares each month thereafter.

Remarks:

	Christina Delfin, attorney in fact	02/25/2021
	** 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).
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