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: Foley Todd (Director, 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
2017-08-18	Series A Preferred Stock	$	A	3015915	Acquired		Common Stock (328889)	Indirect
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. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his 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. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

F5: Shares were purchased as follows: 2,903,134 by BV V and 112,781 by AM BV5.

F6: Reflects 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.

F7: The shares of Series A Preferred Stock were held as follows: 7,365,688 by BV V and 286,143 by AM BV5.

F8: 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.