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* New Leaf Ventures II, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (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) Director X 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) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)	(2)	Common Stock	1,794,624(3)	(4)	D(5)
Series C Convertible Preferred Stock	(1)	(2)	Common Stock	1,794,623(3)	(4)	D(5)
Series D Convertible Preferred Stock	(1)	(2)	Common Stock	1,118,623(3)	(6)	D(5)
Series E Convertible Preferred Stock	(1)	(2)	Common Stock	670,736(3)	(6)	D(5)
Series E Convertible Preferred Stock	(1)	(2)	Common Stock	244,311(3)	(6)	D(5)
Series D Preferred Stock Warrant (Right to Buy)	(1)	11/01/2019	Common Stock	425,847(3)	$0.001	D(5)

1. Name and Address of Reporting Person* New Leaf Ventures II, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Delagardelle Jeani (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS, 1200 PARK PLACE, SUITE 300 (Street) SAN MATEO CA 94403 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HUNT RONALD (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ratcliffe Liam (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* New Leaf Venture Associates II, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* New Leaf Venture Management II, L.L.C. (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Chambon Philippe O. (Last) (First) (Middle) C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Immediately

2. N/A

3. 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.

4. Converts into common stock on a 2.24685484 for 1 basis.

5. 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.

6. 1-for-1

Remarks:

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.	10/19/2016
	/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.	10/19/2016
	/s/ Craig L. Slutzkin, attorney-in-fact for New Leaf Venture Management II, L.L.C.	10/19/2016
	/s/ Craig L. Slutzkin, attorney-in-fact for Philippe O. Chambon	10/19/2016
	/s/ Craig L. Slutzkin, attorney-in-fact for Jeani Delagardelle	10/19/2016
	/s/ Craig L. Slutzkin, attorney-in-fact for Ronald M. Hunt	10/19/2016
	/s/ Craig L. Slutzkin, attorney-in-fact for Liam Ratcliffe	10/19/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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