SEC Form 4 · accession 0001209191-17-056453
RHYTHM PHARMACEUTICALS, INC. · RYTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NEW ENTERPRISE ASSOCIATES 13 LP
10% Owner
NEA 13 GP, Ltd
10% Owner
NEA Partners 13, Limited Partnership
10% Owner
Period of report
Oct 10, 2017
Accepted (ET)
Oct 10, 2017 · 4:32 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 | Oct 10, 2017 | C | 1,402,870 | — | A | 1,432,248 | D | |
| Common StockF1,F2 | Oct 10, 2017 | C | 2,927,708 | — | A | 4,359,956 | D | |
| Common StockF2 | Oct 10, 2017 | P | 550,000 | $17.00 | A | 4,909,956 | 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 Preferred StocF3,F2,F1 | — | Oct 10, 2017 | C | 1,402,870 | D | — | — | Common Stock | 1,402,870 | 0 | D |
| Series A-1 Junior Preferred StockF3,F2,F1 | — | Oct 10, 2017 | C | 2,927,708 | D | — | — | Common Stock | 2,927,708 | 0 | D |
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.
- F2The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins, David M. Mott, Scott D. Sandell and Ravi Viswanathan. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 securities in which the Indirect Reporting Persons have no pecuniary interest.
- F3Reflects 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.