Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Mazabraud Yann
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2. Issuer Name and Ticker or Trading Symbol
RHYTHM PHARMACEUTICALS, INC. [RYTM]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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EVP, Head of International /
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(Last)
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(First)
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(Middle)
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222 BERKELEY STREET, 12TH FLOOR
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3. Date of Earliest Transaction (Month/Day/Year)
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Mazabraud Yann
222 BERKELEY STREET, 12TH FLOOR
BOSTON, MA02116
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EVP, Head of International
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Signatures
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/s/ Hunter Smith, attorney-in-fact for Yann Mazabraud
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2024-04-16
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
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(2)
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The restricted stock units vest or have vested as to 25% of the total shares on each of April 14, 2024, April 14, 2025, April 14, 2026 and April 14, 2027. The restricted stock units have no expiration date.
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(3)
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The restricted stock units were rescinded and cancelled by mutual agreement of the reporting person and Issuer. The reporting person received French-qualified restricted stock units on April 15, 2024 as consideration for the recission and cancellation of the unvested portion of the restricted stock previously received on February 11, 2021.
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(4)
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The restricted stock units vest or have vested as to 25% of the total shares on each of February 11, 2022, February 11, 2023, February 11, 2024 and February 11, 2025. The restricted stock units have no expiration date.
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(5)
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The restricted stock units were rescinded and cancelled by mutual agreement of the reporting person and Issuer. The reporting person received French-qualified restricted stock units on April 15, 2024 as consideration for the recission and cancellation of the unvested portion of the restricted stock previously received on February 9, 2022.
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(6)
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The restricted stock units vest or have vested as to 25% of the total shares on each of February 9, 2023, February 9, 2024, February 9, 2025 and February 9, 2026. The restricted stock units have no expiration date.
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(7)
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The restricted stock units vest in full on April 15, 2025. The restricted stock units have no expiration date.
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(8)
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The restricted stock units vest or have vested as to 25% of the total shares on each of April 15, 2025, April 15, 2026, April 15, 2027 and April 15, 2028. The restricted stock units have no expiration date.
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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.
Rhythm Pharmaceuticals Inc.