Good Jennifer L Form 4 RHYTHM PHARMACEUTICALS / JENNIFER L GOOD ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOOD JENNIFER L

(Last) (First) (Middle)

222 BERKELEY STREET, 12TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RHYTHM PHARMACEUTICALS, INC. [ RYTM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2024

4. If Amendment, Date of 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

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	08/26/2024		M		2,100	A	$22.93	5,100	D
Common Stock	08/26/2024		M		4,945	A	$21.37	10,045	D
Common Stock	08/26/2024		M		5,763	A	$18.99	15,808	D
Common Stock	08/26/2024		M		1,700	A	$4.15	17,508	D
Common Stock	08/26/2024		S(1)		14,508	D	$50.0087(2)	3,000	D

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 Securities Underlying Derivative Security (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: 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)	$22.93	08/26/2024		M			2,100	(3)	06/18/2029	Common Stock	2,100	$0.00	27,900	D
Stock Option (right to buy)	$21.37	08/26/2024		M			4,945	(3)	06/16/2030	Common Stock	4,945	$0.00	13,555	D
Stock Option (right to buy)	$18.99	08/26/2024		M			5,763	(3)	06/08/2031	Common Stock	5,763	$0.00	9,237	D
Stock Option (right to buy)	$4.15	08/26/2024		M			1,700	(3)	06/07/2032	Common Stock	1,700	$0.00	18,300	D

Explanation of Responses:

1. The sales reported in the Form 4 were effected pursuant to a Rule 10b5-1 instruction adopted on May 22, 2024.

2. The price reported is a weighted average price. The securities were sold in multiple transactions at per share prices ranging from $50.00 to $50.045. The Reporting Person undertakes to provide upon request the SEC staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.

3. The option is fully vested and exercisable.

	/s/ Hunter Smith, attorney-in-fact for Jennifer L. Good	08/28/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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