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^*

Day Mark J.

(Last)

(First)

(Middle)

C/O IRHYTHM TECHNOLOGIES, INC.

650 TOWNSEND STREET, SUITE 500

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Research & Development

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	36,562⁽¹⁾	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)	02/10/2016⁽²⁾	02/10/2025	Common Stock	638	$5.82	D
Employee Stock Option (right to buy)	12/15/2016⁽³⁾	12/15/2025	Common Stock	4,959	$8.18	D
Employee Stock Option (right to buy)	09/21/2017⁽⁴⁾	10/20/2026	Common Stock	17,285	$17	D
Employee Stock Option (right to buy)	03/01/2018⁽⁵⁾	02/08/2027	Common Stock	15,048	$36.22	D
Employee Stock Option (right to buy)	03/01/2019⁽⁶⁾	02/27/2028	Common Stock	10,700	$63.95	D

Explanation of Responses:

1. Certain of these securities are restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock, subject to the applicable vesting schedule and conditions.

2. The option, originally granted for 7,649 shares, of which 7,011 have been exercised, vested as to 25% of the shares on February 10, 2016, and as to 1/48 of the shares each month thereafter.

3. The option, originally granted for 16,999 shares, of which 12,040 have been exercised, vested as to 25% of the shares on December 15, 2016, and as to 1/48 of the shares each month thereafter.

4. The option, originally granted for 33,998 shares, of which 16,713 have been exercised, vested as to 25% of the shares on September 21, 2017, and as to 1/48 of the shares each month thereafter.

5. The option, originally granted for 23,300 shares, of which 8,252 have been exercised, vested as to 25% of the shares on March 1, 2018, and as to 1/48 of the shares each month thereafter.

6. The option vests as to 25% of the shares on March 1, 2019, and as to 1/48 of the shares each month thereafter.

Remarks:

	Kristen Blumenthal, attorney in fact	03/27/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.