SEC Form 4 · accession 0001104659-17-061969
RHYTHM PHARMACEUTICALS, INC. · RYTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neil Exter
Director
Period of report
Oct 10, 2017
Accepted (ET)
Oct 12, 2017 · 5:16 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,F4 | Oct 10, 2017 | C | 0 | — | A | 0 | 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 StockF5,F4,F6,F2 | — | Oct 10, 2017 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
| Series A-1 Junior Preferred StockF5,F4,F6,F2 | — | Oct 10, 2017 | C | 0 | D | — | — | Common Stock | 0 | 0 | I |
Explanation of responses
- F1Represents 3,963,810 shares of the Issuer's common stock held by Third Rock Ventures, L.P. (the "Fund") upon conversion 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") upon closing of the Issuer's initial public offering (the "IPO").
- F2Each share of the Series A Preferred and Series A-1 Preferred converted into shares of the Issuer's common stock on a 9.17-for-one basis upon the closing of the IPO without payment or consideration. The Series A Preferred and Series A-1 Preferred were convertible at any time at the holder's election and automatically upon the closing of the IPO and had no expiration date.
- F3Represents (i) 3,963,810 shares of the Issuer's common stock held by the Fund upon conversion of the Series A Preferred and Series A-1 Preferred upon closing of the IPO and (ii) 17,627 shares of the Issuer's common stock held by the Fund prior to the closing of the IPO.
- F4The Reporting Person is a partner of Third Rock Ventures GP, L.P., which is the general partner of the Fund. The Reporting Person disclaims beneficial ownership over the shares held by the Fund, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares.
- F5Prior to the conversion, the Fund held 9,479,502 and 26,868,642 shares of the Series A Preferred and Series A-1 Preferred, respectively.
- F6Prior to the conversion, the Fund held 1,033,751 and 2,930,059 shares of the Series A Preferred and Series A-1 Preferred, respectively, on an as converted to common stock basis.