Form 4 - Statement of changes in beneficial ownership of securities
May 13 2024 - 4:21PM
Edgar (US Regulatory)
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| 222 BERKELEY STREET, 12TH FLOOR |
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(Street)
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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 |
| X |
Officer (give title below) |
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Other (specify below) |
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Chief Technical Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
05/09/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
05/09/2024 |
|
M |
|
3,984 |
A |
$6.8
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4,014 |
D |
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| Common Stock |
05/09/2024 |
|
S
|
|
3,484 |
D |
$38.3776
|
530 |
D |
|
| Common Stock |
05/09/2024 |
|
S
|
|
500 |
D |
$39.102
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30 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (right to buy) |
$6.8
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05/09/2024 |
|
M |
|
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3,984 |
|
02/08/2032 |
Common Stock |
3,984 |
$0
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31,875 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Christopher Paul German as Attorney-in-Fact for Joseph Shulman |
05/13/2024 |
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** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of David Meeker, M.D., Jim Flaherty, Hunter Smith and Christopher German signing singly, as his true
and lawful attorney-in-fact to:
(1) execute for and on behalf of the
undersigned, in the undersigned’s capacity as a director of Rhythm Pharmaceuticals, Inc. (the “Company”), Forms 3, 4,
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and any other forms or reports
the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities
of the Company;
(2) do and perform any and all acts for
and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or
report, and timely file such form or report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority;
and
(3) take any other action of any type
whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
The undersigned hereby grants
to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary,
and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request
of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the
Securities Exchange Act of 1934 and the rules thereunder, as amended.
This Power of Attorney shall remain in full force
and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of this 13th day of May, 2024.
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/s/ Joseph Shulman |
| |
Joseph Shulman |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of David Meeker, M.D., Jim Flaherty, Hunter Smith and Christopher German signing singly, as his true
and lawful attorney-in-fact to:
(1) execute for and on behalf of the
undersigned, in the undersigned’s capacity as a director of Rhythm Pharmaceuticals, Inc. (the “Company”), Forms 3, 4,
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and any other forms or reports
the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities
of the Company;
(2) do and perform any and all acts for
and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or
report, and timely file such form or report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority;
and
(3) take any other action of any type
whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
The undersigned hereby grants
to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary,
and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request
of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the
Securities Exchange Act of 1934 and the rules thereunder, as amended.
This Power of Attorney shall remain in full force
and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of this 13th day of May, 2024.
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/s/ Joseph Shulman |
| |
Joseph Shulman |
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