Statement of Changes in Beneficial Ownership (4)
March 01 2023 - 5:31PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
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Wilson Daniel G. |
2. Issuer Name and Ticker or Trading Symbol
iRhythm Technologies, Inc.
[
IRTC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Strategy Corp Dev Inv Rel |
(Last)
(First)
(Middle)
C/O IRHYTHM TECHNOLOGIES, INC., 699 8TH ST #600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/27/2023 |
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/27/2023 | | A | | 5801 (1) | A | $0 | 39363 | D | |
Common Stock | 2/27/2023 | | A | | 3122 (2) | A | $0 | 42485 | D | |
Common Stock | 2/28/2023 | | S | | 1713 (3) | D | $117.83 | 40772 | D | |
Common Stock | 2/28/2023 | | S | | 13 (3) | D | $119.42 | 40759 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. 25% of the RSUs vest on March 1, 2024 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. |
(2) | Represents the acquisition of shares upon the determination of the Compensation Committee of the Board of Directors of the Issuer that the performance conditions were met with respect to performance RSUs granted to the Reporting Person on February 25, 2020. |
(3) | These shares were sold to cover tax withholding and remittance obligations in connection with the vesting of RSUs. |
Remarks: Exhibit 24 Power of Attorney. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wilson Daniel G. C/O IRHYTHM TECHNOLOGIES, INC. 699 8TH ST #600 SAN FRANCISCO, CA 94103 |
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| EVP, Strategy Corp Dev Inv Rel |
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Signatures
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/s/ Brice Bobzien, attorney-in-fact | | 3/1/2023 |
**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 control number. |
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