SEC Form 4 · accession 0001209191-17-056471

RHYTHM PHARMACEUTICALS, INC. · RYTM

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

Reporting owner

10% Owner

Period of report

Oct 10, 2017

Accepted (ET)

Oct 10, 2017 · 4:36 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	Oct 10, 2017	C	1,402,870	—	A	1,432,248	I	See Note 2
Common Stock^F1,F2	Oct 10, 2017	C	2,927,708	—	A	4,359,956	I	See Note 2
Common Stock^F2	Oct 10, 2017	P	550,000	$17.00	A	4,909,956	I	See Note 2

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stoc^F3,F2,F1	—	Oct 10, 2017	C	1,402,870	D	—	—	Common Stock	1,402,870	0	I
Series A-1 Junior Preferred Stock^F3,F2,F1	—	Oct 10, 2017	C	2,927,708	D	—	—	Common Stock	2,927,708	0	I

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 Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims 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 shares in which the Reporting Person has 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.