RHYTHM PHARMACEUTICALS, INC. — Director's Dealing 2020

Dec 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RHYTHM PHARMACEUTICALS, INC. (RYTM)
CIK: 0001649904
Period of Report: 2020-12-02

Reporting Person: RA CAPITAL MANAGEMENT, L.P. (Former 10% Owner)
Reporting Person: RA Capital Healthcare Fund LP (Former 10% Owner)
Reporting Person: Kolchinsky Peter (Former 10% Owner)
Reporting Person: Shah Rajeev M. (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-02	Common Stock	S	18879	$32.50	Disposed	4580524	Indirect
2020-12-02	Common Stock	S	12060	$32.23	Disposed	4568464	Indirect
2020-12-03	Common Stock	S	10582	$31.23	Disposed	4557882	Indirect
2020-12-03	Common Stock	S	12976	$29.11	Disposed	4544906	Indirect
2020-12-03	Common Stock	S	139308	$28.95	Disposed	4405598	Indirect
2020-12-03	Common Stock	S	44738	$28.75	Disposed	4360860	Indirect

Footnotes

F1: The securities reported on this Form 4 exclude the 541,005 shares held by an account (the "Account") separately managed by RA Capital Management, L.P. (the "Adviser") that were reported on the previous Form 4 filed by the Reporting Persons on July 2, 2020. The shares held by the Account have been excluded from the securities reported on this Form 4 pursuant to Rule 16a-1(a)(2)(ii)(C).

F2: The Adviser is the investment manager for the RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"). The filing of this Form 4 shall not be construed as an admission that either the Adviser, the Adviser GP, Dr. Kolchinsky, or Mr. Shah is or was for the purposes of Section 16(a), or otherwise, the beneficial owner of any of the reported securities, and they disclaim beneficial ownership of any of the reported securities, except to the extent of any pecuniary interest therein.

F3: This transaction was executed in multiple trades at prices ranging from $31.90 to $32.67; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

F4: This transaction was executed in multiple trades at prices ranging from $29.23 to $32.23; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

F5: This transaction was executed in multiple trades at prices ranging from $29.00 to $29.51; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

F6: This transaction was executed in multiple trades at prices ranging from $28.75 to $29.00; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

F7: This transaction was executed in multiple trades at prices ranging from $28.74 to $28.75; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.