0001209191-16-146621.txt : 20161021 0001209191-16-146621.hdr.sgml : 20161021 20161021173454 ACCESSION NUMBER: 0001209191-16-146621 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161019 FILED AS OF DATE: 20161021 DATE AS OF CHANGE: 20161021 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Norwest Venture Partners XII, LP CENTRAL INDEX KEY: 0001614660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161946917 BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-321-8000 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Howard Matthew D. CENTRAL INDEX KEY: 0001576176 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161946918 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crowe Jeffrey CENTRAL INDEX KEY: 0001535261 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161946919 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAQUE PROMOD CENTRAL INDEX KEY: 0001089744 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161946920 MAIL ADDRESS: STREET 1: C/O NORWEST VENTURE PARTNERS STREET 2: 525 UNIVERSITY AVENUE, SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Norwest Venture Partners XI, LP CENTRAL INDEX KEY: 0001534522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161946921 BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-321-8000 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2016-10-19 2016-10-19 0 0001388658 iRhythm Technologies, Inc. IRTC 0001534522 Norwest Venture Partners XI, LP 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO CA 94301 0 0 1 0 0001089744 HAQUE PROMOD 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO CA 94301 0 0 1 0 0001535261 Crowe Jeffrey 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO CA 94301 0 0 1 0 0001576176 Howard Matthew D. 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO CA 94301 0 0 1 0 0001614660 Norwest Venture Partners XII, LP 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO CA 94301 0 0 1 0 Series D Convertible Preferred Stock Common Stock 786864 D Series E Convertible Preferred Stock Common Stock 397883 D Series D Convertible Preferred Stock Common Stock 786864 I By Limited Partnership Series E Convertible Preferred Stock Common Stock 397883 I By Limited Partnership The securities shown on Line 1 and 2 of Table II represent securities held of record by Norwest Venture Partners XI, LP ("NVP XI"). By virtue of their positions as co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Promod Haque, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power with respect to such securities. Messers Haque, Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. The Series D Convertible Preferred Stock shall automatically convert into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series E Convertible Preferred Stock shall automatically convert into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series D Convertible Preferred Stock shall automatically convert into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The securities shown on Line 3 and 4 of Table II represent securities held of record by Norwest Venture Partners XII, LP ("NVP XII"). By virtue of their positions as co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XII, Promod Haque, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power with respect to such securities. Messers Haque, Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. The Series E Convertible Preferred Stock shall automatically convert into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. /s/ Kurt Betcher, As Attorney in-fact 2016-10-21 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

										Exhibit 99.1

FORM 3
JOINT FILER INFORMATION



Name of "Reporting Persons":		Norwest Venture Partners XI, LP
					Norwest Venture Partners XII, LP
					Promod Haque
					Jeffrey Crowe
					Matthew D. Howard

Address:				525 University Avenue, Suite 800
					Palo Alto, CA  94301

Designated Filer:			Norwest Venture Partners XI, LP

Issuer and Ticker Symbol:		iRhythm Technologies, Inc. [IRTC]

Date of Earliest Transaction:		October 19, 2016



Each of the Joint Filers with Norwest Venture Partners XI, LP may be deemed to
share indirect beneficial ownership in the securities set forth on the attached
Form 3.

Norwest Venture Partners XI, LP ("NVP XI") is the record holder of shares
reported on Lines 1 and 2 of Table II. Norwest Venture Partners XII, LP ("NVP
XII") is record holder of the shares reported on Lines 3 and 4 of Table II.
Messrs. Haque, Crowe and Howard are Co-Chief Executive Officers of NVP
Associates, LLC ("NVP Associates"), the managing member of the general partner
of NVP XI and NVP XII. By virtue of such position, Messrs. Haque, Crowe and
Howard may be deemed to beneficially own the shares held of record by NVP XI and
NVP XII.

All Reporting Persons disclaim beneficial ownership of shares of iRhythm
Technologies, Inc. stock held by each other Reporting Person, except to the
extent of their respective pecuniary interest therein. The filing of this
statement shall not be deemed an admission that, for purposes of Section 16 of
the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons
are the beneficial owners of all of the equity securities covered by this
statement.

Each of the Reporting Persons listed above hereby designates NVP XI as its
designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder.

						NORWEST VENTURE PARTNERS XI, LP
						By: Genesis VC Partners XI, LLC
						Its General Partner
						By: NVP Associates, LLC
						Its Managing Member


						By: /s/ Kurt Betcher
						Its Chief Financial Officer


						NORWEST VENTURE PARTNERS XII, LP
						By: Genesis VC Partners XII, LLC
						Its General Partner
						By: NVP Associates, LLC
						Its Managing Member


						By: /s/ Kurt Betcher
						Its Chief Financial Officer

PROMOD HAQUE
By: /s/ Kurt L. Betcher, as Attorney-in-Fact


						By: /s/ Kurt Betcher


JEFFREY CROWE
By: /s/ Kurt L. Betcher, as Attorney-in-Fact


						By: /s/ Kurt Betcher

MATTHEW D. HOWARD
By: /s/ Kurt L. Betcher, as Attorney-in-Fact

       						By: /s/ Kurt Betcher