iRhythm Technologies Inc
For the period ended Mar 31, 2024. Filed May 2, 2024.
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Mar 31, 2024 · Filed May 2, 2024
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Item 5. Other Information
Rule 10b5-1 Trading Plans
Adoption
On March 13, 2024, Mark J. Day, the Company's then Chief Technology Officer, entered into a prearranged written stock sale plan in accordance with Rule 10b5-1 (the “Day Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s common stock. The Day Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Day Rule 10b5-1 Plan provides for the potential sale of up to 6,090 shares of the Company’s common stock, including upon the vesting and settlement of restricted stock units and performance restricted stock units for shares of the Company’s common stock, so long as the market price of the Company’s common stock is higher than certain minimum threshold prices specified in the Day Rule 10b5-1 Plan, between June 12, 2024 and March 13, 2025.
The Day Rule 10b5-1 Plan includes a representation from Mr. Day to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Day Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Day Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Day Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which the insider was unaware, or with respect to any material nonpublic information acquired by the insider or the Company after the date of the representation.
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