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: MPM BIOVENTURES V, L.P. (10% Owner)
Reporting Person: EVNIN LUKE (10% Owner)
Reporting Person: GADICKE ANSBERT (10% Owner)
Reporting Person: MPM ASSET MANAGEMENT INVESTORS BV5 LLC (10% Owner)
Reporting Person: MPM BIOVENTURES V GP LLC (10% Owner)
Reporting Person: MPM BIOVENTURES V LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-10	Common Stock	C	2567014	—	Acquired	2596392	Indirect
2017-10-10	Common Stock	P	100000	$17.00	Acquired	2696392	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-10	Series A Preferred Stock	$	C	7651831	Disposed		Common Stock (834441)	Indirect
2017-10-10	Series A-1 Junior Preferred Stock	$	C	15887703	Disposed		Common Stock (1732573)	Indirect

Footnotes

F1: Each 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.

F2: The 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.

F3: Shares were purchased as follows: 96,260 by BV V and 3,740 by AM BV5.

F4: Shares 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.

F5: The shares of Series A Preferred Stock were held as follows: 7,365,688 by BV V and 286,143 by AM BV5.

F6: The shares of Series A-1 Junior Preferred Stock were held as follows: 15,293,569 by BV V and 594,134 by AM BV5.