0001104659-17-008133.txt : 20170210 0001104659-17-008133.hdr.sgml : 20170210 20170210143737 ACCESSION NUMBER: 0001104659-17-008133 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 GROUP MEMBERS: MDV ENF VIII, L.P. GROUP MEMBERS: MDV LEADERS VIII, L.P. GROUP MEMBERS: MDV VIII, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: iRhythm Technologies, Inc. CENTRAL INDEX KEY: 0001388658 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 208149544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89688 FILM NUMBER: 17592328 BUSINESS ADDRESS: STREET 1: 650 TOWNSEND STREET STREET 2: SUITE 380 CITY: San Francisco STATE: CA ZIP: 94103 BUSINESS PHONE: 415-632-5700 MAIL ADDRESS: STREET 1: 650 TOWNSEND STREET STREET 2: SUITE 380 CITY: San Francisco STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: IRhythm Technologies, Inc. DATE OF NAME CHANGE: 20110429 FORMER COMPANY: FORMER CONFORMED NAME: IRhythm Technologies Inc DATE OF NAME CHANGE: 20070201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MDV - Revelation LLC CENTRAL INDEX KEY: 0001670436 IRS NUMBER: 611726377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, BUILDING 3 STREET 2: SUITE 290 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-7236 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, BUILDING 3 STREET 2: SUITE 290 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 a17-4137_1sc13g.htm SC 13G

 

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

iRhythm Technologies, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

450056 106

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Page 1 of 9 pages

 


 

 

1.

Names of Reporting Persons
MDV — Revelation LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
1,443,723 Shares (2)

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
1,443,723 Shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,443,723 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
6.5% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   This Schedule 13G is filed by MDV — Revelation LLC (“Revelation”), MDV VIII, L.P. (“MDV”), MDV Leaders’ VIII, L.P. (“Leaders’”) and MDV ENF VIII, L.P. (“ENF”) (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares directly held by Revelation.  MDV is the managing member of Revelation.  MDV, Leaders’ and ENF may be deemed to share voting and dispositive power over the shares held by Revelation.

(3)   This percentage is calculated based on 22,126,981 shares of the Issuer’s stock outstanding (as of December 1, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on December 5, 2016.

 

Page 2 of 9 pages


 

 

1.

Names of Reporting Persons
MDV VIII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
1,443,723 Shares (2)

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
1,443,723 Shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,443,723 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
6.5% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)   This Schedule 13G is filed by MDV — Revelation LLC (“Revelation”), MDV VIII, L.P. (“MDV”), MDV Leaders’ VIII, L.P. (“Leaders’”) and MDV ENF VIII, L.P. (“ENF”) (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares directly held by Revelation.  MDV is the managing member of Revelation.  MDV, Leaders’ and ENF may be deemed to share voting and dispositive power over the shares held by Revelation.

(3)   This percentage is calculated based on 22,126,981 shares of the Issuer’s stock outstanding (as of December 1, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on December 5, 2016.

 

Page 3 of 9 pages


 

 

1.

Names of Reporting Persons
MDV Leaders’ VIII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
1,443,723 Shares (2)

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
1,443,723 Shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,443,723 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
6.5% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)         This Schedule 13G is filed by MDV — Revelation LLC (“Revelation”), MDV VIII, L.P. (“MDV”), MDV Leaders’ VIII, L.P. (“Leaders’”) and MDV ENF VIII, L.P. (“ENF”) (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Shares directly held by Revelation.  MDV is the managing member of Revelation.  MDV, Leaders’ and ENF may be deemed to share voting and dispositive power over the shares held by Revelation.

(3)         This percentage is calculated based on 22,126,981 shares of the Issuer’s stock outstanding (as of December 1, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on December 5, 2016.

 

Page 4 of 9 pages


 

 

1.

Names of Reporting Persons
MDV ENF VIII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
1,443,723 Shares (2)

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
1,443,723 Shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,443,723 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
6.5% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)         This Schedule 13G is filed by MDV — Revelation LLC (“Revelation”), MDV VIII, L.P. (“MDV”), MDV Leaders’ VIII, L.P. (“Leaders’”) and MDV ENF VIII, L.P. (“ENF”) (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Shares directly held by Revelation.  MDV is the managing member of Revelation.  MDV, Leaders’ and ENF may be deemed to share voting and dispositive power over the shares held by Revelation.

(3)         This percentage is calculated based on 22,126,981 shares of the Issuer’s stock outstanding (as of December 1, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on December 5, 2016.

 

Page 5 of 9 pages


 

Introductory Note:  This Statement on Schedule 13G is filed on behalf of MDV - Revelation LLC, a limited liability company organized under the laws of the State of Delaware, MDV VIII, L.P., a limited partnership organized under the laws of the State of Delaware, MDV Leaders’  VIII, L.P., a limited partnership organized under the laws of the State of Delaware and MDV ENF VIII, L.P., a limited partnership organized under the laws of the State of Delaware; in respect of shares of Common Stock of iRhythm Technologies, Inc.

 

 

Item 1(a).

 

Name of Issuer:
iRhythm Technologies, Inc.

 

 

 

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:
650 Townsend Street, Suite 500, San Francisco, CA 94103

 

 

 

Item 2(a).

 

Name of Person Filing:
MDV — Revelation LLC
MDV VIII, L.P.
MDV Leaders’ VIII, L.P.
MDV ENF VIII, L.P.

 

 

 

Item 2(b).

 

Address of Principal Business Office or, if none, Residence:
777 Mariners Island Blvd., Suite 550, San Mateo, CA 94404

 

 

 

Item 2(c).

 

Citizenship:
All entities were organized in Delaware.

 

 

 

Item 2(d).

 

Title of Class of Securities:
Common Stock

 

 

 

Item 2(e).

 

CUSIP Number:
450056 106

 

 

 

Item 3.

 

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.

 

 

 

Item 4.

 

Ownership

 

Fund Entities

 

Shares Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (2)

 

MDV — Revelation LLC

 

1,443,723

 

0

 

1,443,723

 

0

 

1,443,723

 

1,443,723

 

6.5

%

MDV VIII, L.P. (1)

 

0

 

0

 

1,443,723

 

0

 

1,443,723

 

1,443,723

 

6.5

%

MDV Leaders’ VIII, L.P. (1)

 

0

 

0

 

1,443,723

 

0

 

1,443,723

 

1,443,723

 

6.5

%

MDV ENF VIII, L.P. (1)

 

0

 

0

 

1,443,723

 

0

 

1,443,723

 

1,443,723

 

6.5

%

 

(1) MDV VIII, L.P., MDV Leaders’ VIII, L.P. and MDV ENF VIII, L.P. serve as the managing members of MDV — Revelation LLC and owns no securities of the Issuer directly.

 

(2)   This percentage is calculated based on 22,126,981 shares of the Issuer’s stock outstanding (as of December 1, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on December 5, 2016.

 

Page 6 of 9 pages


 

Item 5.                                 Ownership of 5 Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  o.

 

Item 6.                                 Ownership of More than 5 Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.                                 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.                                 Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.                                 Notice of Dissolution of a Group

 

Not applicable.

 

Item 10.                          Certification

 

Not applicable.

 

Page 7 of 9 pages


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 9, 2017

 

MDV — Revelation LLC

MDV VIII, L.P.

 

 

By:

MDV VIII, L.P.

 

By:

Eighth MDV Partners, L.L.C.

 

its Managing Member

 

 

its General Partner

By:

Eighth MDV Partners, L.L.C.

 

 

 

 

its General Partner

 

By:

/s/ Jonathan Feiber

 

By:

 

/s/ Jonathan Feiber

 

 

Name: Jonathan Feiber
Title: Managing Member

 

Name: Jonathan Feiber

 

 

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

 

 

 

 

 

MDV Leaders’ VIII, L.P.

MDV ENF VIII, L.P.

 

 

By:

Eighth MDV Partners, L.L.C.

 

By:

Eighth MDV Partners, L.L.C.

 

its General Partner

 

 

its General Partner

 

 

 

 

 

By:

/s/ Jonathan Feiber

 

By:

/s/ Jonathan Feiber

 

Name: Jonathan Feiber

 

 

Name: Jonathan Feiber

 

Title: Managing Member

 

 

Title: Managing Member

 

EXHIBITS

 

A:                                   Joint Filing Agreement

 

Page 8 of 9 pages


 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of iRhythm Technologies, Inc. is filed on behalf of each of us.

 

Dated:  February 9, 2017

 

MDV — Revelation LLC

MDV VIII, L.P.

 

 

 

 

By:

MDV VIII, L.P.

 

By:

Eighth MDV Partners, L.L.C.

 

its Managing Member

 

 

its General Partner

By:

Eighth MDV Partners, L.L.C.

 

 

 

 

its General Partner

 

By:

/s/ Jonathan Feiber

 

 

 

 

Name: Jonathan Feiber

By:

/s/ Jonathan Feiber

 

 

 

Title: Managing Member

 

 

Name: Jonathan Feiber

 

 

 

 

Title: Managing Member

 

 

 

 

 

 

 

MDV Leaders’ VIII, L.P.

MDV ENF VIII, L.P.

 

 

 

 

 

By:

Eighth MDV Partners, L.L.C.

 

By:

Eighth MDV Partners, L.L.C.

 

its General Partner

 

 

its General Partner

 

 

 

 

 

By:

/s/ Jonathan Feiber

 

By:

/s/ Jonathan Feiber

 

Name: Jonathan Feiber

 

 

Name: Jonathan Feiber

 

Title: Managing Member

 

 

Title: Managing Member

 

Page 9 of 9 pages