SEC Form 4 · accession 0001193805-17-003261
RHYTHM PHARMACEUTICALS, INC. · RYTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
DEERFIELD MANAGEMENT CO
10% Owner · Other
Deerfield Mgmt L.P.
10% Owner · Other
James E Flynn
10% Owner · Other
Deerfield Special Situations Fund, L.P.
10% Owner · Other
Deerfield Private Design Fund III, L.P.
10% Owner · Other
Deerfield Mgmt III, L.P.
10% Owner · Other
Period of report
Oct 10, 2017
Accepted (ET)
Oct 10, 2017 · 9:40 am 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 | 291,005 | — | A | 291,005 | I | Through Deerfield Private Design Fund III, L.P. |
| Common StockF1,F2,F3 | Oct 10, 2017 | C | 291,005 | — | A | 291,005 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF2,F3 | Oct 10, 2017 | P | 177,500 | $17.00 | A | 468,505 | I | Through Deerfield Private Design Fund III, L.P. |
| Common StockF2,F3 | Oct 10, 2017 | P | 177,500 | $17.00 | A | 468,505 | I | Through Deerfield Special Situations Fund, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F2,F3 | — | Oct 10, 2017 | C | 2,668,518 | D | — | — | Common Stock | 291,005 | 0 | I |
| Series A Preferred StockF1,F2,F3 | — | Oct 10, 2017 | C | 2,668,518 | D | — | — | Common Stock | 291,005 | 0 | I |
Explanation of responses
- F1Each share of Series A Preferred Stock automatically converted into 0.1090513 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.17 reverse stock split effected by the Issuer in connection with its initial public offering).
- F2This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
- F3In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.