Rhythm Pharmaceuticals Inc.

11/13/2024 | Press release | Distributed by Public on 11/13/2024 20:05

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lee Jennifer Kayden
2. Issuer Name and Ticker or Trading Symbol
RHYTHM PHARMACEUTICALS, INC. [RYTM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Head of North America
(Last) (First) (Middle)
C/O RHYTHM PHARMACEUTICALS, INC., 222 BERKELEY STREET, 12TH FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
11/11/2024
(Street)
BOSTON, MA 02116 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/11/2024 M 20,622 A $6.8 27,474 D
Common Stock 11/11/2024 M 28,717 A $24.29 56,191 D
Common Stock 11/11/2024 M 11,642 A $30.66 67,833 D
Common Stock 11/11/2024 S(1) 38,051 D $65.6763(2) 29,782 D
Common Stock 11/11/2024 S(1) 17,540 D $66.9484(3) 12,242 D
Common Stock 11/11/2024 S(1) 11,070 D $67.5585(4) 1,172 D
Common Stock 11/11/2024 S(1) 200 D $68.43 972 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $6.8 11/11/2024 M 20,622 (5) 02/08/2032 Common Stock 20,622 $ 0 25,790 D
Stock Option (Right to Buy) $24.29 11/11/2024 M 28,717 (6) 11/09/2030 Common Stock 28,717 $ 0 71,283 D
Stock Option (Right to Buy) $30.66 11/11/2024 M 11,642 (7) 02/10/2031 Common Stock 11,642 $ 0 37,108 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lee Jennifer Kayden
C/O RHYTHM PHARMACEUTICALS, INC.
222 BERKELEY STREET, 12TH FLOOR
BOSTON, MA 02116 		EVP, Head of North America

Signatures

/s/ Stephen Vander Stoep as Attorney-in-Fact for Jennifer Lee 11/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 8, 2024.
(2) The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $65.18 to $66.1799 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $66.33 to $67.3299 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) The price reported in Column 4 is a weighted average price. The securities were sold in multiple transactions at prices ranging from $67.33 to $68.3299 per common stock. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5) The stock options were granted on February 9, 2022. The options vest and become exercisable in 16 substantially equal installments upon the Reporting Person's completion of each three full months of successive service to the Issuer following the grant date.
(6) The stock options were granted on November 9, 2020. The options are fully vested.
(7) The stock options were granted on February 11, 2021. The options vest and become exercisable in 16 substantially equal installments upon the Reporting Person's completion of each three full months of successive service to the Issuer following the grant date.

Remarks:
Exhibit 24
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.