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Filing Details

Accession Number:: 0001104659-17-061573
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-10-10 16:21:41
Reporting Period:: 2017-10-10

Accepted Time:: 2017-10-10 16:21:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1649904	Rhythm Pharmaceuticals Inc.	RYTM	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055949	D Samuel Isaly	601 Lexington Ave. 54Th Floor New York NY 10022	No	No	Yes	No
1055951	Orbimed Advisors Llc	601 Lexington Ave. 54Th Floor New York NY 10022	No	No	Yes	No
1615374	Orbimed Capital Gp V Llc	601 Lexington Ave. 54Th Floor New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2017-10-10	2,546,295	$0.00	2,546,295	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2017-10-10	355,000	$17.00	2,901,295	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2017-10-10	2,546,295	$0.00	2,546,295	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Footnotes

In connection with the closing of the Issuer's initial public offering, each share of the Issuer's series A convertible preferred stock (the "Series A Preferred") converted into the Issuer's common stock on a 9.17-for-one basis without payment or consideration. The Series A Preferred had no expiration date.
The reportable securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP V. Samuel D. Isaly ("Isaly") a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP V, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI V and as a result, may be deemed to have beneficial ownership over such shares.
This report on Form 4 is jointly filed by GP V, Advisors and Isaly. Each of OPI V, GP V, Advisors and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Reflects the number of shares of Series A Preferred held by the Reporting Person on an as-converted to common stock basis.