Rhythm Pharmaceuticals (RYTM) Form 4 RHYTHM PHARMACEUTICALS / Jennifer Kayden Lee 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^*

Lee Jennifer Kayden

(Last) (First) (Middle)

C/O RHYTHM PHARMACEUTICALS, INC.

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Head of North America

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2024

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	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

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)	$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

Explanation of Responses:

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

	/s/ Stephen Vander Stoep as Attorney-in-Fact for Jennifer Lee	11/13/2024
	** 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).
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