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*
New Leaf Ventures II, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURE PARTNERS
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(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 10/25/2016 C 1,716,589 A (1)(2)(3) 1,716,589(4) D(5)
Common Stock 10/25/2016 P 25,000 A $17 1,741,589(4) D(5)
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 C Convertible Preferred Stock (1) 10/25/2016 C 610,136 (1) (1) Common Stock 1,370,887(4) $0.00 0 D(5)
Series D Convertible Preferred Stock (2) 10/25/2016 C 190,154 (2) (2) Common Stock 190,154(4) $0.00 0 D(5)
Series E Convertible Preferred Stock (3) 10/25/2016 C 155,548 (3) (3) Common Stock 155,548(4) $0.00 0 D(5)
Series D Preferred Stock Warrant (Right to Buy) $0.001 10/25/2016 C 72,389 11/01/2012 11/01/2019 Common Stock 72,389(4) $0.00 0 D(5)
1. Name and Address of Reporting Person*
New Leaf Ventures II, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURE PARTNERS
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Delagardelle Jeani

(Last) (First) (Middle)
C/O NEW LEAF VENTURE PARTNERS,
1200 PARK PLACE, SUITE 300

(Street)
SAN MATEO CA 94403

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HUNT RONALD

(Last) (First) (Middle)
C/O NEW LEAF VENTURE PARTNERS,
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ratcliffe Liam

(Last) (First) (Middle)
C/O NEW LEAF VENTURE PARTNERS,
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Leaf Venture Associates II, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURE PARTNERS,
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Leaf Venture Management II, L.L.C.

(Last) (First) (Middle)
C/O NEW LEAF VENTURE PARTNERS,
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chambon Philippe O.

(Last) (First) (Middle)
C/O NEW LEAF VENTURE PARTNERS,
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
Explanation of Responses:
1. The Series C Convertible Preferred Stock converted into Common Stock on a 2.24685484-for-1 basis and had no expiration date.
2. The Series D Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date.
3. The Series E Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date.
4. Reflects 5.882698 for 1 reverse stock split which became effective on October 5, 2016.
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.
Remarks:
/s/ Craig L. Slutzkin, attorney-in-fact, 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. 10/25/2016
/s/ Craig L. Slutzkin, attorney-in-fact, 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. 10/25/2016
/s/ Craig L. Slutzkin, attorney-in-fact, Craig L. Slutzkin, attorney-in-fact for New Leaf Venture Management II, L.L.C. 10/25/2016
/s/ Craig L. Slutzkin, attorney-in-fact, Craig L. Slutzkin, attorney-in-fact for Philippe O. Chambon 10/25/2016
/s/ Craig L. Slutzkin, attorney-in-fact, Craig L. Slutzkin, attorney-in-fact for Jeani Delagardelle 10/25/2016
/s/ Craig L. Slutzkin, attorney-in-fact, Craig L. Slutzkin, attorney-in-fact for Ronald M. Hunt 10/25/2016
/s/ Craig L. Slutzkin, attorney-in-fact, Craig L. Slutzkin, attorney-in-fact for Liam Ratcliffe 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).
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