0000899243-16-031944.txt : 20161019 0000899243-16-031944.hdr.sgml : 20161019 20161019074030 ACCESSION NUMBER: 0000899243-16-031944 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20161019 FILED AS OF DATE: 20161019 DATE AS OF CHANGE: 20161019 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: Chambon Philippe O. CENTRAL INDEX KEY: 0001192212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161941848 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: CHAMBON PHILIPPE DATE OF NAME CHANGE: 20020924 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Leaf Venture Associates II, L.P. CENTRAL INDEX KEY: 0001441858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161941850 BUSINESS ADDRESS: STREET 1: TIMES SQUARE TOWER STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646 871-6400 MAIL ADDRESS: STREET 1: TIMES SQUARE TOWER STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ratcliffe Liam CENTRAL INDEX KEY: 0001547100 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161941851 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS STREET 2: 7 TIMES SQUARE - SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUNT RONALD CENTRAL INDEX KEY: 0001247851 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161941852 MAIL ADDRESS: STREET 1: C/O CREDIT SUISSE 1ST BOSTON PRV EQY STREET 2: 11 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Delagardelle Jeani CENTRAL INDEX KEY: 0001441563 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161941853 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS, L.L.C. STREET 2: 2500 SAND HILL ROAD, SUITE 203 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Leaf Venture Management II, L.L.C. CENTRAL INDEX KEY: 0001441857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161941849 BUSINESS ADDRESS: STREET 1: TIMES SQUARE TOWER STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646 871-6400 MAIL ADDRESS: STREET 1: TIMES SQUARE TOWER STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Leaf Ventures II, L.P. CENTRAL INDEX KEY: 0001441439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37918 FILM NUMBER: 161941854 BUSINESS ADDRESS: STREET 1: TIMES SQUARE TOWER STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (646) 871-6400 MAIL ADDRESS: STREET 1: TIMES SQUARE TOWER STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-10-19 0 0001388658 iRhythm Technologies, Inc. IRTC 0001441439 New Leaf Ventures II, L.P. C/O NEW LEAF VENTURE PARTNERS 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 0001441563 Delagardelle Jeani C/O NEW LEAF VENTURE PARTNERS, 1200 PARK PLACE, SUITE 300 SAN MATEO CA 94403 0 0 1 0 0001247851 HUNT RONALD C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 0001547100 Ratcliffe Liam C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 0001441858 New Leaf Venture Associates II, L.P. C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 0001441857 New Leaf Venture Management II, L.L.C. C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 0001192212 Chambon Philippe O. C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 Series C Convertible Preferred Stock Common Stock 1794624 D Series C Convertible Preferred Stock Common Stock 1794623 D Series D Convertible Preferred Stock Common Stock 1118623 D Series E Convertible Preferred Stock Common Stock 670736 D Series E Convertible Preferred Stock Common Stock 244311 D Series D Preferred Stock Warrant (Right to Buy) 0.001 2019-11-01 Common Stock 425847 D Immediately N/A The number of underlying shares of common stock reported in column 3 does not reflect a 5.882698 for 1 reverse stock split, to be effective upon the closing of the issuer's initial public offering. Converts into common stock on a 2.24685484 for 1 basis. 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. 1-for-1 EXHIBIT LIST Exhibit 24 Exhibit 99 The Date of Event is based upon the date of effectiveness of the Issuer's Registration Statement on Form S-1 filed in connection with the Issuer's initial public offering, estimated to be on or about October 19, 2016. /s/ 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. 2016-10-19 /s/ 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. 2016-10-19 /s/ Craig L. Slutzkin, attorney-in-fact for New Leaf Venture Management II, L.L.C. 2016-10-19 /s/ Craig L. Slutzkin, attorney-in-fact for Philippe O. Chambon 2016-10-19 /s/ Craig L. Slutzkin, attorney-in-fact for Jeani Delagardelle 2016-10-19 /s/ Craig L. Slutzkin, attorney-in-fact for Ronald M. Hunt 2016-10-19 /s/ Craig L. Slutzkin, attorney-in-fact for Liam Ratcliffe 2016-10-19 EX-24 2 attachment1.htm EX-24 DOCUMENT 
EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints CRAIG L. SLUTZKIN as his true and lawful attorney-in-fact and agent for
him and in his name, place and stead, in any and all capacities, to sign any and
all documents relating to any and all Securities and Exchange Commission filings
which may be required, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming all
that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By: /s/ Philippe O. Chambon
    -------------------------------------------------
      Philippe O. Chambon

Dated: September 29, 2006

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints CRAIG L. SLUTZKIN as her true and lawful attorney-in-fact and agent for
him and in her name, place and stead, in any and all capacities, to sign any and
all documents relating to any and all Securities and Exchange Commission filings
which may be required, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as she might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact may lawfully do or cause to be done by virtue
hereof.

This power shall continue in effect until terminated in writing.


By: /s/ Jeani Delagardelle
    -------------------------------------------------
      Jeani Delagardelle

Dated: September 29, 2006

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints CRAIG L. SLUTZKIN as his true and lawful attorney-in-fact and agent for
him and in his name, place and stead, in any and all capacities, to sign any and
all documents relating to any and all Securities and Exchange Commission filings
which may be required, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming all
that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By: /s/ Ronald Hunt
    -------------------------------------------------
      Ronald Hunt

Dated: September 29, 2006


                                POWER OF ATTORNEY


KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints CRAIG L. SLUTZKIN as his true and lawful attorney-in-fact and agent for
him and in his name, place and stead, in any and all capacities, to sign any and
all documents relating to any and all Securities and Exchange Commission filings
which may be required, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming all
that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By: /s/ Liam Ratcliffe
    -------------------------------------------------
      Liam Ratcliffe

Dated: 4/9/12
       ----------------------------------------------

                      NEW LEAF VENTURE MANAGEMENT I, L.L.C.

        I, Ronald M. Hunt, being the duly elected and acting ,Managing Director
and Member of New Leaf Venture Management I, L.L.C., a Delaware limited
liability corporation (the "Corporation"), which is the General Partner of New
Leaf Venture Management I, L.P., a Delaware limited partnership, which in turn
is the General Partner of New Leaf Ventures I, L.P., a Delaware limited
partnership, do hereby certify that Craig L. Slutzkin is the duly elected and
acting Chief Financial Officer of the Corporation as of the date hereof.

        IN WITNESS WHEREOF, I have hereunto set my hand as of this 11th day of
February, 2009.


                                        /s/ Ronald M. Hunt
                                        ----------------------------------------
                                        Ronald M. Hunt
                                        Managing Director

                     NEW LEAF VENTURE MANAGEMENT II, L.L.C.

        I, Ronald M. Hunt, being the duly elected and acting Managing Director
and Member of New Leaf Venture Management II, L.L.C., a Delaware limited
liability corporation (the "Corporation"), which is the General Partner of New
Leaf Venture Associates II, L.P., a Delaware limited partnership, which in turn
is the General Partner of New Leaf Ventures II, L.P., a Delaware limited
partnership, do hereby certify that Craig L. Slutzkin is the duly elected and
acting Chief Financial Officer of the Corporation as of the date hereof.

        IN WITNESS WHEREOF, I have hereunto set my hand as of this 11th day of
February, 2009.


                                        /s/ Ronald M. Hunt
                                        ----------------------------------------
                                        Ronald M. Hunt
                                        Managing Director
EX-99 3 attachment2.htm EX-99 DOCUMENT 

                                                                      Exhibit 99

                         Form 3 Joint Filer Information


Name:                                New Leaf Venture Associates II, L.P.

Address:                             c/o New Leaf Venture Partners,
                                     7 Times Square, Suite 3502 New York,
                                     NY 10036

Designated Filer:                    New Leaf Ventures II, L.P.

Issuer & Ticker Symbol:              iRhythm Technologies, Inc. (IRTC)

Date of Event Requiring Statement:   October 19, 2016

Signature:                           /s/ Craig L. Slutzkin, attorney-in-fact,
                                     New Leaf Venture Associates II, L.P.,
                                     as general partner of New Leaf
                                     Ventures II, L.P.


Name:                                New Leaf Venture Management II, L.L. C.

Address:                             c/o New Leaf Venture Partners,
                                     7 Times Square, Suite 3502 New York,
                                     NY 10036

Designated Filer:                    New Leaf Ventures II, L.P.

Issuer & Ticker Symbol:              iRhythm Technologies, Inc. (IRTC)

Date of Event Requiring Statement:   October 19, 2016

Signature:                           /s/ Craig L. Slutzkin, attorney-in-fact,
                                     New Leaf Venture Management II, L.L.C,
                                     as general partner of  New Leaf Venture
                                     Associates II, L.P


Name:                                Philippe O. Chambon

Address:                             c/o New Leaf Venture Partners, 7 Times
                                     Square, Suite 3502 New York, NY 10036

Designated Filer:                    New Leaf Ventures II, L.P.

Issuer & Ticker Symbol:              iRhythm Technologies, Inc. (IRTC)

Date of Event Requiring Statement:   October 19, 2016

Signature:                           /s/ Craig L. Slutzkin, attorney-in-fact
                                     on behalf of Philippe O. Chambon, as
                                     Member of New Leaf Venture
                                     Management II, L.L.C.


Name:                                Jeani Delagardelle

Address:                             c/o New Leaf Venture Partners, 1200 Park
                                     Place, Suite 300 San Mateo, CA  94403

Designated Filer:                    New Leaf Ventures II, L.P.

Issuer & Ticker Symbol:              iRhythm Technologies, Inc. (IRTC)

Date of Event Requiring Statement:   October 19, 2016

Signature:                           /s/ Craig L. Slutzkin, attorney-in-fact
                                     on behalf of Jeani Delagardelle, as Member
                                     of New Leaf Venture Management II, L.L.C.


Name:                                Ronald M. Hunt

Address:                             c/o New Leaf Venture Partners, 7 Times
                                     Square, Suite 3502 New York, NY 10036

Designated Filer:                    New Leaf Ventures II, L.P.

Issuer & Ticker Symbol:              iRhythm Technologies, Inc. (IRTC)

Date of Event Requiring Statement:   October 19, 2016

Signature:                           /s/ Craig L. Slutzkin, attorney-in-fact on
                                     behalf of Ronald M. Hunt, as Member of New
                                     Leaf Venture Management II, L.L.C.


Name:                                Liam Ratcliffe

Address:                             c/o New Leaf Venture Partners, 7 Times
                                     Square, Suite 3502 New York, NY 10036

Designated Filer:                    New Leaf Ventures II, L.P.

Issuer & Ticker Symbol:              iRhythm Technologies, Inc. (IRTC)

Date of Event Requiring Statement:   October 19, 2016

Signature:                           /s/ Craig L. Slutzkin, attorney-in-fact on
                                     behalf of Liam Ratcliffe, as Member of New
                                     Leaf Venture Management II, L.L.C.