SEC Form 4 · accession 0001104659-17-061574
RHYTHM PHARMACEUTICALS, INC. · RYTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ipsen, S.A.
10% Owner
Period of report
Oct 10, 2017
Accepted (ET)
Oct 10, 2017 · 4:22 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 | Oct 10, 2017 | C | 45,831 | — | A | 645,161 | I | The owner of record of the securities is Sutrepa SAS. Sutrepa SAS is controlled by Ipsen SA |
| Common StockF1 | Oct 10, 2017 | C | 167,938 | — | A | 813,099 | I | The owner of record of the securities is Sutrepa SAS. Sutrepa SAS is controlled by Ipsen SA |
| Common Stock | Oct 10, 2017 | P | 20,000 | $17.00 | A | 833,099 | I | The owner of record of the securities is Ipsen Pharma, S.A.S., which is controlled by Ipsen SA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Junior Preferred StockF2,F1 | — | Oct 10, 2017 | C | 45,831 | D | — | — | Common Stock | 45,831 | 0 | I |
| Series A Convertible Preferred StockF2,F1 | — | Oct 10, 2017 | C | 167,938 | D | — | — | Common Stock | 167,938 | 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") and series A-1 junior preferred stock (the "Series A-1 Preferred") converted into the Issuer's common stock on a 9.17-for-one basis without payment or consideration. The Series A Preferred and the Series A-1 Preferred had no expiration date.
- F2Reflects the number of shares of Series A Preferred and Series A-1 Preferred, as applicable, held by the Reporting Person on an as-converted to common stock basis.