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RHYTHM PHARMACEUTICALS, INC. — Director's Dealing 2017
Oct 4, 2017
30849_dirs_2017-10-04_cd5f8fc6-edd2-4fd5-9b67-b3e60294cea8.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: RHYTHM PHARMACEUTICALS, INC. (RYTM)
CIK: 0001649904
Period of Report: 2017-10-04
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)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 29378 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series A Preferred Stock | $ | Common Stock (1402870) | Direct | ||
| Series A-1 Junior Preferred Stock | $ | Common Stock (2927708) | Direct |
Footnotes
F1: Reflects a 1-for-9.17 reverse split effective as of September 29, 2017.
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: Each share of Series A Convertible Preferred Stock and Series A-1 Junior Preferred Stock is convertible, at any time, at the holder's election, into Common Stock of the Issuer on a 9.17-for-one basis. In addition, effective upon the closing of the Issuer's initial public offering of its Common Stock, each share of preferred stock will automatically convert on a 9.17-for-one basis without payment of consideration. The preferred stock has no expiration date.