SEC Form 4 · accession 0001104659-17-061573

RHYTHM PHARMACEUTICALS, INC. · RYTM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Samuel D Isaly

10% Owner

ORBIMED ADVISORS LLC

10% Owner

OrbiMed Capital GP V LLC

10% Owner

Period of report

Oct 10, 2017

Accepted (ET)

Oct 10, 2017 · 4:21 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 Stock^F1,F2,F3	Oct 10, 2017	C	2,546,295	—	A	2,546,295	I	See Footnotes
Common Stock^F2,F3	Oct 10, 2017	P	355,000	$17.00	A	2,901,295	I	See Footnotes

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 Stock^F4,F2,F3,F1	—	Oct 10, 2017	C	2,546,295	D	—	—	Common Stock	2,546,295	0	I

Explanation of responses

F1In connection with the closing of the Issuer's initial public offering, each share of the Issuer's series A convertible preferred stock (the "Series A Preferred") converted into the Issuer's common stock on a 9.17-for-one basis without payment or consideration. The Series A Preferred had no expiration date.
F2The reportable securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP V. Samuel D. Isaly ("Isaly") a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP V, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI V and as a result, may be deemed to have beneficial ownership over such shares.
F3This report on Form 4 is jointly filed by GP V, Advisors and Isaly. Each of OPI V, GP V, Advisors and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F4Reflects the number of shares of Series A Preferred held by the Reporting Person on an as-converted to common stock basis.