RHYTHM PHARMACEUTICALS, INC. — Director's Dealing 2017

Oct 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RHYTHM PHARMACEUTICALS, INC. (RYTM)
CIK: 0001649904
Period of Report: 2017-10-10

Reporting Person: Exter Neil (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-10	Common Stock	C	0	—	Acquired	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-10	Series A Convertible Preferred Stock	$	C	0	Disposed		Common Stock (0)	Indirect
2017-10-10	Series A-1 Junior Preferred Stock	$	C	0	Disposed		Common Stock (0)	Indirect

Footnotes

F1: Represents 3,963,810 shares of the Issuer's common stock held by Third Rock Ventures, L.P. (the "Fund") upon conversion 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") upon closing of the Issuer's initial public offering (the "IPO").

F2: Each share of the Series A Preferred and Series A-1 Preferred converted into shares of the Issuer's common stock on a 9.17-for-one basis upon the closing of the IPO without payment or consideration. The Series A Preferred and Series A-1 Preferred were convertible at any time at the holder's election and automatically upon the closing of the IPO and had no expiration date.

F3: Represents (i) 3,963,810 shares of the Issuer's common stock held by the Fund upon conversion of the Series A Preferred and Series A-1 Preferred upon closing of the IPO and (ii) 17,627 shares of the Issuer's common stock held by the Fund prior to the closing of the IPO.

F4: The Reporting Person is a partner of Third Rock Ventures GP, L.P., which is the general partner of the Fund. The Reporting Person disclaims beneficial ownership over the shares held by the Fund, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares.

F5: Prior to the conversion, the Fund held 9,479,502 and 26,868,642 shares of the Series A Preferred and Series A-1 Preferred, respectively.

F6: Prior to the conversion, the Fund held 1,033,751 and 2,930,059 shares of the Series A Preferred and Series A-1 Preferred, respectively, on an as converted to common stock basis.