SEC Form 4 · accession 0001209191-17-056612
RHYTHM PHARMACEUTICALS, INC. · RYTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Ansbert Gadicke
10% Owner
Luke Evnin
10% Owner
MPM BIOVENTURES V GP LLC
10% Owner
MPM BIOVENTURES V LLC
10% Owner
MPM BIOVENTURES V, L.P.
10% Owner
Period of report
Oct 10, 2017
Accepted (ET)
Oct 11, 2017 · 2:25 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 | 2,567,014 | — | A | 2,596,392 | I | See Footnote |
| Common StockF3,F4 | Oct 10, 2017 | P | 100,000 | $17.00 | A | 2,696,392 | I | See Footnote |
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 StockF5,F1 | — | Oct 10, 2017 | C | 7,651,831 | D | — | — | Common Stock | 834,441 | 0 | I |
| Series A-1 Junior Preferred StockF6,F1 | — | Oct 10, 2017 | C | 15,887,703 | D | — | — | Common Stock | 1,732,573 | 0 | I |
Explanation of responses
- 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. Mr. Foley is a director of the Issuer and has separately filed a Form 4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective 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. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.
- F5The shares of Series A Preferred Stock were held as follows: 7,365,688 by BV V and 286,143 by AM BV5.
- F6The shares of Series A-1 Junior Preferred Stock were held as follows: 15,293,569 by BV V and 594,134 by AM BV5.