0001104659-17-060878.txt : 20171004
0001104659-17-060878.hdr.sgml : 20171004
20171004164422
ACCESSION NUMBER: 0001104659-17-060878
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171004
FILED AS OF DATE: 20171004
DATE AS OF CHANGE: 20171004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ISALY SAMUEL D
CENTRAL INDEX KEY: 0001055949
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38223
FILM NUMBER: 171122159
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38223
FILM NUMBER: 171122158
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP V LLC
CENTRAL INDEX KEY: 0001615374
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38223
FILM NUMBER: 171122157
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RHYTHM PHARMACEUTICALS, INC.
CENTRAL INDEX KEY: 0001649904
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 462159271
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 500 BOYLSTON STREET
STREET 2: 11TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 857-264-4280
MAIL ADDRESS:
STREET 1: 500 BOYLSTON STREET
STREET 2: 11TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER COMPANY:
FORMER CONFORMED NAME: RHYTHM METABOLIC, INC.
DATE OF NAME CHANGE: 20150803
3
1
a3.xml
3
X0206
3
2017-10-04
0
0001649904
RHYTHM PHARMACEUTICALS, INC.
RYTM
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVE., 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001615374
OrbiMed Capital GP V LLC
601 LEXINGTON AVE., 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001055949
ISALY SAMUEL D
601 LEXINGTON AVE., 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Series A Convertible Preferred Stock
0
Common Stock
2546295
I
See Footnote
Upon the closing of the Issuer's initial public offering (the "IPO"), each share of the Issuer's series A convertible preferred stock (the "Series A Preferred") will automatically convert into shares of the Issuer's common stock on a 9.17-for-one basis for no consideration. The Series A Preferred has no expiration date.
The shares of Series A Preferred reported are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP V. Samuel D. Isaly ("Isaly") a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP V, Advisors and Isaly may be deemed to have voting and investment power with respect to the shares of Series A Preferred held by OPI V and as a result, may be deemed to have beneficial ownership over such shares of Series A Preferred.
This report on Form 3 is jointly filed by GP V, Advisors and Isaly. Each of OPI V, GP V, Advisors and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Samuel D. Isaly
2017-10-04