J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
October 17, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: |
Amanda Ravitz | |
| Laurie Abbott | ||
| Kristin Lochead | ||
| Gary Todd |
| Re: |
iRhythm Technologies, Inc. | |
| Registration Statement on Form S-1 | ||
| File No. 333-213773 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of iRhythm Technologies, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it will be declared effective at 4:00 PM, Eastern Time, on October 19, 2016, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, P.C., request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated October 7, 2016:
| (i) | Dates of distribution: October 7, 2016 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 4 |
| (iii) | Number of prospectuses furnished to investors: approximately 1,445 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 195 |
The undersigned advise that they have complied and will continue to comply, and each Underwriter and dealer has advised the undersigned that it has complied and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
* * * *
| Very truly yours, | ||||
| J.P. MORGAN SECURITIES LLC MORGAN STANLEY & CO. LLC | ||||
| Acting severally on behalf of themselves and the several underwriters | ||||
| J.P. MORGAN SECURITIES, LLC | ||||
| By: | /s/ Benjamin Burdett | |||
| Name: | Benjamin Burdett | |||
| Title: | Executive Director | |||
| MORGAN STANLEY & CO. LLC | ||||
| By: | /s/ David Lederman | |||
| Name: | David Lederman | |||
| Title: | Vice President | |||