SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
King Kevin M

(Last) (First) (Middle)
C/O IRHYTHM TECHNOLOGIES, INC.
699 8TH ST # 600

(Street)
SAN FRANCISCO CA 94103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
iRhythm Technologies, Inc. [ IRTC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2020
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/12/2020 M(1) 17,918 A $17 260,019 D
Common Stock 11/12/2020 M(1) 1,959 A $8.18 261,978 D
Common Stock 11/12/2020 M(1) 11,792 A $35.25 273,770 D
Common Stock 11/12/2020 S(1) 2,210 D $251.8636(2) 271,560 D
Common Stock 11/12/2020 S(1) 1,796 D $252.4287(3) 269,764 D
Common Stock 11/12/2020 S(1) 5,438 D $254.4094(4) 264,326 D
Common Stock 11/12/2020 S(1) 9,724 D $255.1935(5) 254,602 D
Common Stock 11/12/2020 S(1) 9,659 D $256.1629(6) 244,943 D
Common Stock 11/12/2020 S(1) 690 D $257.2528(7) 244,253 D
Common Stock 11/12/2020 S(1) 2,152 D $258.26 242,101 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $17 11/12/2020 M(1) 17,918 09/21/2017(8) 10/19/2026 Common Stock 17,918 $0 0 D
Employee Stock Option (right to buy) $8.18 11/12/2020 M(1) 1,959 12/15/2019(8) 12/15/2025 Common Stock 1,959 $0 0 D
Employee Stock Option (right to buy) $35.25 11/12/2020 M(1) 11,792 03/01/2018(9) 02/16/2027 Common Stock 11,792 $0 88,208 D
Explanation of Responses:
1. The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 10, 2020.
2. This transaction was executed in multiple trades at prices ranging from $251.20 to $251.965 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
3. This transaction was executed in multiple trades at prices ranging from $252.221 to $253.60 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
4. This transaction was executed in multiple trades at prices ranging from $253.74 to $254.73 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
5. This transaction was executed in multiple trades at prices ranging from $254.75 to $255.745 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
6. This transaction was executed in multiple trades at prices ranging from $255.77 to $256.55 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
7. This transaction was executed in multiple trades at prices ranging from $257.22 to $257.285 per share. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
8. All of the shares subject to this option are fully vested and exercisable as of the date hereof.
9. The option, originally granted for 100,000 shares, of which 11,792 shares have been exercised, vested as to 1/4 of the shares on March 1, 2018 and as to 1/36 of the remaining shares each month thereafter.
Remarks:
/s/ Christina Delfin, attorney in fact 11/16/2020
** 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 4 (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.