RHYTHM PHARMACEUTICALS, INC. — Director's Dealing 2017

Oct 10, 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: NEW ENTERPRISE ASSOCIATES 13 LP (10% Owner)
Reporting Person: NEA Partners 13, Limited Partnership (10% Owner)
Reporting Person: NEA 13 GP, Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-10	Common Stock	C	1402870	—	Acquired	1432248	Direct
2017-10-10	Common Stock	C	2927708	—	Acquired	4359956	Direct
2017-10-10	Common Stock	P	550000	$17.00	Acquired	4909956	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-10	Series A Preferred Stoc	$	C	1402870	Disposed		Common Stock (1402870)	Direct
2017-10-10	Series A-1 Junior Preferred Stock	$	C	2927708	Disposed		Common Stock (2927708)	Direct

Footnotes

F1: In connection with the closing of the Issuer's initial public offering, each share 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") converted into the Issuer's common stock on a 9.17-for-one basis without payment or consideration. The Series A Preferred and the Series A-1 Preferred had no expiration date.

F2: The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins, David M. Mott, Scott D. Sandell and Ravi Viswanathan. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 securities in which the Indirect Reporting Persons have no pecuniary interest.

F3: Reflects the number of shares of Series A Preferred and Series A-1 Preferred, as applicable, held by the Reporting Person on an as-converted to common stock basis.