Statement of Changes in Beneficial Ownership (4)
December 07 2017 - 6:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
*
Lathi Vijay K
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2. Issuer Name
and
Ticker or Trading Symbol
iRhythm Technologies, Inc.
[
IRTC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O NEW LEAF VENTURES, 7 TIMES SQUARE, SUITE 3502
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/5/2017
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/5/2017
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S
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57430
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D
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$52.4082
(1)
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421311
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I
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See Footnote
(2)
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Common Stock
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12/6/2017
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S
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14216
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D
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$52.2855
(3)
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407095
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I
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See Footnote
(2)
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Common Stock
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12/7/2017
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S
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6354
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D
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$52.1495
(4)
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400741
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I
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See Footnote
(2)
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Common Stock
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12/7/2017
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S
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72000
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D
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$52.7846
(5)
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328741
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I
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See Footnote
(2)
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Common Stock
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1405
(6)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.25 to $52.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.
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(2)
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Represents shares directly beneficially owned by New Leaf Ventures II, L.P. ("NLV II"). The Reporting Person is a member of New Leaf Venture Management II, L.L.C. ("Management II"). Management II is the sole general partner of New Leaf Venture Associates II, L.P. ("Associates II"). Associates II is the sole general partner of New Leaf Ventures II, L.P. ("NLV II"). As such, the Reporting Person shares voting and dispositive control with respect to the shares held by NLV II. The Reporting Person disclaims beneficial ownership of the shares held by NLV II, except to the extent of his proportionate pecuniary interest therein.
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(3)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.00 to $52.54, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.
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(4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.00 to $52.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.
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(5)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.30 to $53.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5) to this Form 4.
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(6)
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The reported securities are represented by restricted stock units ("RSUs"), which represent a contingent right to receive shares of the Issuer's common stock. The RSUs fully vest on April 26, 2018.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Lathi Vijay K
C/O NEW LEAF VENTURES
7 TIMES SQUARE, SUITE 3502
NEW YORK, NY 10036
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X
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Signatures
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/s/ Craig Slutzkin, as Attorney-in-Fact for Vijay K. Lathi
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12/7/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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