SEC Form 4 · accession 0000899243-17-024006
RHYTHM PHARMACEUTICALS, INC. · RYTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark J Levin
10% Owner
Robert I Tepper
10% Owner
Kevin P Starr
10% Owner
THIRD ROCK VENTURES LP
10% Owner
TRV GP, LLC
10% Owner
Third Rock Ventures GP, L.P.
10% Owner
Period of report
Oct 10, 2017
Accepted (ET)
Oct 11, 2017 · 4:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001649904
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Oct 10, 2017 | C | 3,963,810 | — | A | 3,981,437 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF3,F2 | — | Oct 10, 2017 | C | 9,479,502 | D | — | — | Common Stock | 1,033,751 | 0 | D |
| Series A-1 Junior Preferred StockF3,F2 | — | Oct 10, 2017 | C | 26,868,642 | D | — | — | Common Stock | 2,930,059 | 0 | D |
Explanation of responses
- F1Represents the total number of shares of Common Stock received by Third Rock Ventures, L.P. ("TRV") upon conversion of the Series A Convertible Preferred Stock and Series A-1 Junior Preferred Stock of the Issuer in connection with the closing of the Issuer's initial public offering.
- F2The Series A Convertible Preferred Stock and Series A-1 Junior Preferred Stock converted into Common Stock on a 9.17-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Convertible Preferred Stock and Series A-1 Junior Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.
- F3These shares are directly held by TRV. The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC"). The individual managers of TRV GP LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP, TRV GP LLC, Levin, Starr and Tepper disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.