13D Filing: OrbiMed Advisors and Rhythm Pharmaceuticals Inc (RYTM)

On and prior to the close of December 1, 2015, Advisors and GP V, pursuant to their authority under the limited partnership agreement of OPI V, as more particularly referred to in Item 6 below, caused OPI V to purchase 6,562,500 shares of Series A Preferred Stock of the Issuer.  Upon closing of the Issuer’s initial public offering, each share of Series A Preferred Stock converted into Shares on the basis of one Share for each 9.17 shares of Series A Preferred Stock.

On and prior to the close of January 6, 2017, Advisors and GP V, pursuant to their authority under the limited partnership agreement of OPI V, as more particularly referred to in Item 6 below, caused OPI V to purchase 2,924,766 shares of Series A Preferred Stock of the Issuer.  Upon closing of the Issuer’s initial public offering, each share of Series A Preferred Stock converted into Shares on the basis of one Share for each 9.17 shares of Series A Preferred Stock.

On and prior to the close of August 18, 2017, Advisors and GPV, pursuant to their authority under the limited partnership agreement of OPI V, as more particularly referred to in Item 6 below, caused OPI V to purchase 2,924,765 shares of Series A Preferred Stock of the Issuer.  Upon closing of the Issuer’s initial public offering, each share of Series A Preferred Stock converted into Shares on the basis of one Share for each 9.17 shares of Series A Preferred Stock.

On and prior to the close of October 10, 2017, Advisors and GP V, pursuant to their authority under the limited partnership agreement of OPI V, as more particularly referred to in Item 6 below, caused OPI V to purchase 355,000 Shares.

The source of funds for such purchases was the working capital of OPI V and capital contributions made to OPI V.

As a result of the transactions described in this Item 3, the Reporting Persons may be deemed to be the beneficial owners of approximately 10.7% of the outstanding Shares.  GP V, as the general partner of OPI V, may be deemed to be the beneficial owner of approximately 10.7% of the outstanding Shares.  Advisors, as the managing member of GP V, may be deemed to be the beneficial owner of approximately 10.7% of the outstanding Shares.  Isaly, as the managing member of Advisors and the owner of a controlling interest in Advisors, may be deemed to be the beneficial owner of approximately 10.7% of the outstanding Shares.  None of the Reporting Persons have acquired or disposed of any additional Shares since October 10, 2017.

Item 4.

Purpose of Transaction

The Shares initially have been acquired by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of OPI V.

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.