Sec Form 4 Filing - SYNERGY LIFE SCIENCE PARTNERS L P @ iRhythm Technologies, Inc. - 2016-10-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SYNERGY LIFE SCIENCE PARTNERS L P 2. Issuer Name and Ticker or Trading Symbol iRhythm Technologies, Inc. [ IRTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1350 BAYSHORE HIGHWAY, SUITE 920 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2016 (Street) BURLINGAME, CA94010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/25/2016 C 2,384,524 A 2,384,524 ( 6 ) D ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Series A Convertible Preferred Stock ( 1 ) 10/25/2016 C 264,419 ( 1 ) ( 1 ) Common Stock 264,419 ( 6 ) $ 0 0 D ( 7 ) Series A Convertible Preferred Stock ( 1 ) 10/25/2016 C 837,328 ( 1 ) ( 1 ) Common Stock 837,328 ( 6 ) $ 0 0 D ( 7 ) Series A Convertible Preferred Stock ( 1 ) 10/25/2016 C 528,838 ( 1 ) ( 1 ) Common Stock 528,838 ( 6 ) $ 0 0 D ( 7 ) Series B Convertible Preferred Stock ( 2 ) 10/25/2016 C 67,768 ( 2 ) ( 2 ) Common Stock 135,833 ( 6 ) $ 0 0 D ( 7 ) Series C Convertible Preferred Stock ( 3 ) 10/25/2016 C 38,358 ( 3 ) ( 3 ) Common Stock 86,184 ( 6 ) $ 0 0 D ( 7 ) Series C Convertible Preferred Stock ( 3 ) 10/25/2016 C 81,174 ( 3 ) ( 3 ) Common Stock 182,387 ( 6 ) $ 0 0 D ( 7 ) Series D Convertible Preferred Stock ( 4 ) 10/25/2016 C 179,011 ( 4 ) ( 4 ) Common Stock 179,011 ( 6 ) $ 0 0 D ( 7 ) Series E Convertible Preferred Stock ( 5 ) 10/25/2016 C 114,018 ( 5 ) ( 5 ) Common Stock 114,018 ( 6 ) $ 0 0 D ( 7 ) Series E Convertible Preferred Stock ( 5 ) 10/25/2016 C 56,506 ( 5 ) ( 5 ) Common Stock 56,506 ( 6 ) $ 0 0 D ( 7 ) Series D Preferred Stock Warrant (Right to Buy) $ 0.001 10/25/2016 C 49,581 11/01/2012 11/01/2019 Common Stock 49,581 ( 6 ) $ 0 0 D ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SYNERGY LIFE SCIENCE PARTNERS L P 1350 BAYSHORE HIGHWAY, SUITE 920 BURLINGAME, CA94010 X Synergy Venture Partners, LLC 1350 BAYSHORE HIGHWAY, SUITE 920 BURLINGAME, CA94010 X Jain Mudit K. 1350 BAYSHORE HIGHWAY, SUITE 920 BURLINGAME, CA94010 X Stack Richard S. 1350 BAYSHORE HIGHWAY, SUITE 920 BURLINGAME, CA94010 X Signatures /s/ William N. Starling, William N. Starling, Jr., Synergy Life Science Partners, LP 10/25/2016 Signature of Reporting Person Date /s/ William N. Starling, William N. Starling, Jr., Synergy Venture Partners, LLC 10/25/2016 Signature of Reporting Person Date /s/ Mudit Jain, Synergy Venture Partners, LLC 10/25/2016 Signature of Reporting Person Date /s/ Richard Stack, Synergy Venture Partners, LLC 10/25/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date. ( 2 )The Series B Convertible Preferred Stock converted into Common Stock on a 2.00438849-for-1 basis and had no expiration date. ( 3 )The Series C Convertible Preferred Stock converted into Common Stock on a 2.24685484-for-1 basis and had no expiration date. ( 4 )The Series D Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date. ( 5 )The Series E Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis and had no expiration date. ( 6 )Reflects 5.882698 for 1 reverse stock split which became effective on October 5, 2016. ( 7 )Synergy Venture Partners, LLC ("SVP LLC") serves as the sole General Partner of Synergy Life Science Partners, LP ("Synergy"). As such, SVP LLC possesses sole voting and investment control over the securities owned by Synergy, and may be deemed to have indirect beneficial ownership of the securities held by Synergy. SVP LLC, however, owns no securities of the Issuer directly. Messrs. Stack, Jain and Starling are Managers of SVP LLC and share voting and dispositive power over the shares held by Synergy. Each Reporting Person disclaims beneficial ownership of the shares held by Synergy except to the extent of his or its proportionate pecuniary interest therein.

Remarks: Exhibit ListExhibit 99

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).

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