RHYTHM PHARMACEUTICALS, INC. — Director's Dealing 2017

Oct 4, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: RHYTHM PHARMACEUTICALS, INC. (RYTM)
CIK: 0001649904
Period of Report: 2017-10-04

Reporting Person: Foley Todd (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29378	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (834441)		Indirect
Series A-1 Junior Preferred Stock	$		Common Stock (1732573)		Indirect

Footnotes

F1: Reflects a 1-for-9.17 reverse stock split effective as of September 29, 2017.

F2: The shares are held as follows: 28,280 by MPM BioVentures V, L.P. ("BV V") and 1,098 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. The Reporting Person is a member of BV LLC and disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

F3: Each share of Series A Convertible Preferred Stock and Series A-1 Junior Preferred Stock is convertible into 0.10905125 of a share of Common Stock without payment of further consideration and will automatically convert into 0.10905125 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

F4: The shares are held as follows: 803,237 by BV V and 31,204 by AM BV5. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

F5: The shares are held as follows: 1,667,782 by BV V and 64,791 by AM BV5. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.