Yann Mazabraud Form 4 RHYTHM PHARMACEUTICALS / Yann Mazabraud 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^*

Mazabraud Yann

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2024

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	04/14/2024		M		10,375	D	(1)	34,870	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
Restricted Stock Units	(1)	04/14/2024		M			10,375	(2)	(2)	Common Stock	10,375	$0	31,125	D
Restricted Stock Units	(1)	04/15/2024		D(3)			2,031	(4)	(4)	Common Stock	2,031	$0	0	D
Restricted Stock Units	(1)	04/15/2024		D(5)			6,874	(6)	(6)	Common Stock	6,874	$0	0	D
Restricted Stock Units	(1)	04/15/2024		A		8,905		(7)	(7)	Common Stock	8,905	$0	8,905	D
Restricted Stock Units	(1)	04/15/2024		A		10,000		(8)	(8)	Common Stock	10,000	$0	10,000	D

Explanation of Responses:

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

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. The restricted stock units vest in full on April 15, 2025. The restricted stock units have no expiration date.

8. 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.

	/s/ Hunter Smith, attorney-in-fact for Yann Mazabraud	04/16/2024
	** 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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