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: Gottesdiener Keith Michael (Director, CEO and President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	558277	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (27262)		Direct
Employee Stock Option (Right to Buy)	$4.59	2025-11-16	Common Stock (127780)		Direct
Employee Stock Option (Right to Buy)	$7.52	2025-12-30	Common Stock (57251)		Direct
Employee Stock Option (Right to Buy)	$6.14	2027-04-04	Common Stock (218102)		Direct

Footnotes

F1: At any time at the holder's election or upon the closing of the Issuer's initial public offering (the "IPO"), each share of the Issuer's series A convertible preferred stock (the "Series A Preferred") is convertible into shares of the Issuer's common stock on a 9.17-for-one basis without payment or consideration. The Series A Preferred has no expiration date.

F2: The stock options vest and become exercisable in 48 successive, equal monthly installments measured from August 3, 2015.

F3: The stock options vest and become exercisable in 48 successive, equal monthly installments measured from January 6, 2017.