RHYTHM PHARMACEUTICALS, INC. — Director's Dealing 2017

Oct 11, 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: THIRD ROCK VENTURES LP (10% Owner)
Reporting Person: Third Rock Ventures GP, L.P. (10% Owner)
Reporting Person: TRV GP, LLC (10% Owner)
Reporting Person: LEVIN MARK J (10% Owner)
Reporting Person: STARR KEVIN P (10% Owner)
Reporting Person: TEPPER ROBERT I (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-10	Common Stock	C	3963810	—	Acquired	3981437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-10	Series A Convertible Preferred Stock	$	C	9479502	Disposed		Common Stock (1033751)	Direct
2017-10-10	Series A-1 Junior Preferred Stock	$	C	26868642	Disposed		Common Stock (2930059)	Direct

Footnotes

F1: Represents the total number of shares of Common Stock received by Third Rock Ventures, L.P. ("TRV") upon conversion of the Series A Convertible Preferred Stock and Series A-1 Junior Preferred Stock of the Issuer in connection with the closing of the Issuer's initial public offering.

F2: The Series A Convertible Preferred Stock and Series A-1 Junior Preferred Stock converted into Common Stock on a 9.17-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Convertible Preferred Stock and Series A-1 Junior Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.

F3: These shares are directly held by TRV. The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC"). The individual managers of TRV GP LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP, TRV GP LLC, Levin, Starr and Tepper disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.