SC 13G/A 1 a18-6128_1sc13ga.htm SC 13G/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

iRhythm Technologies, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

450056 106

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

1.

Names of Reporting Persons
MDV – Revelation LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
0 Shares

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
0 Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0% (2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)              This Schedule 13G is filed by MDV – Revelation LLC (“Revelation”), MDV VIII, L.P. (“MDV”), MDV Leaders’ VIII, L.P. (“Leaders’”) and MDV ENF VIII, L.P. (“ENF”) (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)              This percentage is calculated based on 22,981,467 shares of the Issuer’s stock outstanding (as of October 31, 2017), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 14, 2017.

 

2


 

 

1.

Names of Reporting Persons
MDV VIII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
0 Shares

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
0 Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0% (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)              This Schedule 13G is filed by MDV – Revelation LLC (“Revelation”), MDV VIII, L.P. (“MDV”), MDV Leaders’ VIII, L.P. (“Leaders’”) and MDV ENF VIII, L.P. (“ENF”) (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)              This percentage is calculated based on 22,981,467 shares of the Issuer’s stock outstanding (as of October 31, 2017), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 14, 2017.

 

3


 

 

1.

Names of Reporting Persons
MDV Leaders’ VIII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
0 Shares

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
0 Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0% (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)              This Schedule 13G is filed by MDV – Revelation LLC (“Revelation”), MDV VIII, L.P. (“MDV”), MDV Leaders’ VIII, L.P. (“Leaders’”) and MDV ENF VIII, L.P. (“ENF”) (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)              This percentage is calculated based on 22,981,467 shares of the Issuer’s stock outstanding (as of October 31, 2017), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 14, 2017.

 

4


 

 

1.

Names of Reporting Persons
MDV ENF VIII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
0 Shares

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
0 Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0% (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)              This Schedule 13G is filed by MDV – Revelation LLC (“Revelation”), MDV VIII, L.P. (“MDV”), MDV Leaders’ VIII, L.P. (“Leaders’”) and MDV ENF VIII, L.P. (“ENF”) (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)              This percentage is calculated based on 22,981,467 shares of the Issuer’s stock outstanding (as of October 31, 2017), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 14, 2017.

 

5


 

Introductory Note:  This Statement on Schedule 13G is filed on behalf of MDV - Revelation LLC, a limited liability company organized under the laws of the State of Delaware, MDV VIII, L.P., a limited partnership organized under the laws of the State of Delaware, MDV Leaders’  VIII, L.P., a limited partnership organized under the laws of the State of Delaware and MDV ENF VIII, L.P., a limited partnership organized under the laws of the State of Delaware; in respect of shares of Common Stock of iRhythm Technologies, Inc.

 

 

Item 1(a).

Name of Issuer:
iRhythm Technologies, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
650 Townsend Street, Suite 500, San Francisco, CA  94103

 

Item 2(a).

Name of Person Filing:
MDV – Revelation LLC

MDV VIII, L.P.

MDV Leaders’ VIII, L.P.

MDV ENF VIII, L.P.

Item 2(b).

Address of Principal Business Office or, if none, Residence:
777 Mariners Island Blvd., Suite 550, San Mateo, CA  94404

Item 2(c).

Citizenship:
All entities were organized in Delaware. 

Item 2(d).

Title of Class of Securities:
Common Stock

Item 2(e).

CUSIP Number:
450056 106

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.

Ownership

 

Fund Entities

 

Shares Held 
Directly

 

Sole 
Voting 
Power

 

Shared 
Voting 
Power

 

Sole 
Dispositive 
Power

 

Shared 
Dispositive
 Power

 

Beneficial 
Ownership

 

Percentage
of Class (2)

 

MDV — Revelation LLC

 

0

 

0

 

0

 

0

 

0

 

0

 

0

%

MDV VIII, L.P. (1)

 

0

 

0

 

0

 

0

 

0

 

0

 

0

%

MDV Leaders’ VIII, L.P. (1)

 

0

 

0

 

0

 

0

 

0

 

0

 

0

%

MDV ENF VIII, L.P. (1)

 

0

 

0

 

0

 

0

 

0

 

0

 

0

%

 

(1)           MDV VIII, L.P., MDV Leaders’ VIII, L.P. and MDV ENF VIII, L.P. serve as the managing members of MDV — Revelation LLC.

 

6


 

(2)           This percentage is calculated based on 22,981,467 shares of the Issuer’s stock outstanding (as of October 31, 2017), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 14, 2017.

 

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  x.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of a Group

Not applicable.

 

7


 

Item 10.

Certification

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2018

 

 

 

 

 

 

 

MDV — Revelation LLC

 

MDV VIII, L.P.

 

 

 

 

 

 

By:

MDV VIII, L.P.

 

By:

Eighth MDV Partners, L.L.C.

 

 

its Managing Member

 

 

its General Partner

 

By:

Eighth MDV Partners, L.L.C.

 

 

 

 

 

its General Partner

 

By:

/s/ Jonathan Feiber

 

 

 

 

 

 

 

Name:

Jonathan Feiber

 

 

 

 

Title:

Managing Member

By:

/s/ Jonathan Feiber

 

 

 

 

 

Name:

Jonathan Feiber

 

 

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

 

 

 

 

MDV Leaders’ VIII, L.P.

 

MDV ENF VIII, L.P.

 

 

 

 

 

By:

Eighth MDV Partners, L.L.C.

 

By:

Eighth MDV Partners, L.L.C.

 

 

its General Partner

 

 

its General Partner

 

 

 

 

 

 

 

 

 

By:

/s/ Jonathan Feiber

 

By:

/s/ Jonathan Feiber

 

 

Name:

Jonathan Feiber

 

 

Name:

Jonathan Feiber

 

 

Title:

Managing Member

 

 

Title:

Managing Member

 

 

EXHIBITS

 

A:                                   Joint Filing Agreement

 

8


 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of iRhythm Technologies, Inc. is filed on behalf of each of us.

 

Dated: February 14, 2018

 

 

 

 

 

MDV — Revelation LLC

 

MDV VIII, L.P.

 

 

 

 

By:

MDV VIII, L.P.

 

By:

Eighth MDV Partners, L.L.C.

 

its Managing Member

 

 

its General Partner

By:

Eighth MDV Partners, L.L.C.

 

 

 

 

its General Partner

 

By:

/s/ Jonathan Feiber

 

 

 

 

 

 

Name:

Jonathan Feiber

 

 

 

 

Title:

Managing Member

By:

/s/ Jonathan Feiber

 

 

 

 

Name:

Jonathan Feiber

 

 

 

 

Title:

Managing Member

 

 

 

 

 

 

 

 

 

MDV Leaders’ VIII, L.P.

 

MDV ENF VIII, L.P.

 

 

 

By:

Eighth MDV Partners, L.L.C.

 

By:

Eighth MDV Partners, L.L.C.

 

its General Partner

 

 

its General Partner

 

 

 

By:

/s/ Jonathan Feiber

 

By:

/s/ Jonathan Feiber

 

Name:

Jonathan Feiber

 

 

Name:

Jonathan Feiber

 

Title:

Managing Member

 

 

Title:

Managing Member

 

9