Christopher Paul German Form 3 RHYTHM PHARMACEUTICALS / Christopher Paul German ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

German Christopher Paul

(Last) (First) (Middle)

222 BERKELEY STREET, 12TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Corporate Controller & CAO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	04/03/2033	Common Stock	9,300	17.97	D
Restricted Stock Units	(2)	(2)	Common Stock	4,650	(3)	D

Explanation of Responses:

1. The stock options were granted on April 4, 2023. The options vest and become exercisable as to 25% of the total shares on March 20, 2024 and, thereafter, as to the remaining 75% of the total shares in twelve equal quarterly installments of 6.25% beginning June 20, 2024 and ending March 20, 2027, subject to the Reporting Person's continued service on each such vesting date.

2. The restricted stock units vest as to 25% of the total shares on each of March 20, 2024, March 20, 2025, March 20, 2026 and March 20, 2027, subject to the Reporting Person's continued service on each such vesting date. The restricted stock units have no expiration date.

3. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Hunter Smith, attorney-in-fact for Christopher Paul German	08/16/2023
	** 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 5 (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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