SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Scott Raymond W.

(Last)

(First)

(Middle)

C/O IRHYTHM TECHNOLOGIES, INC.

650 TOWNSEND STREET, SUITE 380

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2016

3. Issuer Name and Ticker or Trading Symbol
iRhythm Technologies, Inc. [ IRTC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	110,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	02/04/2024	Common Stock	50,000⁽⁴⁾	$0.62⁽⁴⁾	D
Employee Stock Option (right to buy)	⁽²⁾	01/16/2025	Common Stock	75,000⁽⁴⁾	$0.68⁽⁴⁾	D
Employee Stock Option (right to buy)	⁽³⁾	12/15/2025	Common Stock	75,000⁽⁴⁾	$1.39⁽⁴⁾	D
Series E Convertible Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	201,220⁽⁷⁾	⁽⁸⁾	D

Explanation of Responses:

1. The option vests and the shares become exercisable according to the following schedule: 1/12 on March 4, 2014 and 1/12 of the shares on each full calendar month thereafter.

2. The option vests and the shares become exercisable according to the following schedule: 1/12 on February 16, 2015 and 1/12 of the shares on each full calendar month thereafter.

3. The option vests and the shares become exercisable according to the following schedule: 1/12 on January 15, 2016 and 1/12 of the shares on each full calendar month thereafter.

4. The number of underlying shares of common stock reported in column 3 and the exercise price reported in column 4 does not reflect a 5.882698 for 1 reverse stock split, to be effective upon the closing of the issuer's initial public offering.

5. Immediately

6. N/A

7. 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.

8. 1-for-1

Remarks:

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/ Raymond W. Scott	10/19/2016
	** 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 5 (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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