SEC Form 4 · accession 0001209191-17-056611

RHYTHM PHARMACEUTICALS, INC. · RYTM

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

Reporting owner

Director · 10% Owner

Period of report

Oct 10, 2017

Accepted (ET)

Oct 11, 2017 · 2:24 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	2,567,014	—	A	2,596,392	I	See Footnote
Common Stock^F3,F4	Oct 10, 2017	P	100,000	$17.00	A	2,696,392	I	See Footnote

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stock^F5,F6,F1	—	Aug 18, 2017	A	3,015,915	A	—	—	Common Stock	328,889	3,015,915	I
Series A Preferred Stock^F7,F1	—	Oct 10, 2017	C	7,651,831	D	—	—	Common Stock	834,441	0	I
Series A-1 Junior Preferred Stock^F8,F1	—	Oct 10, 2017	C	15,887,703	D	—	—	Common Stock	1,732,573	0	I

F1Each share of preferred stock converted into approximately 0.10905125 shares of common stock upon the closing of the issuer's initial public offering. The shares had no expiration date.
F2The shares are held as follows: 2,499,299 by MPM BioVentures V, L.P. ("BV V") and 97,093 by MPM Asset Management Investors BV5 LLC ("AM BV5"). MPM BioVentures V GP LLC and MPM BioVentures V LLC ("BV LLC") are the direct and indirect general partners of BV V and BV LLC is the manager of AM BV5. Ansbert Gadicke, Luke Evnin and Todd Foley are the members of BV LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
F3Shares were purchased as follows: 96,260 by BV V and 3,740 by AM BV5.
F4Shares are held as follows: 2,595,559 by BV V and 100,833 by AM BV5. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
F5Shares were purchased as follows: 2,903,134 by BV V and 112,781 by AM BV5.
F6Reflects a transaction with the Issuer prior to its Section 12 registration which occurred within 6 months of of the post-registration transaction reported on this Form 4.
F7The shares of Series A Preferred Stock were held as follows: 7,365,688 by BV V and 286,143 by AM BV5.
F8The shares of Series A-1 Junior Preferred Stock were held as follows: 15,293,569 by BV V and 594,134 by AM BV5.