0001104659-17-061573.txt : 20171010 0001104659-17-061573.hdr.sgml : 20171010 20171010162141 ACCESSION NUMBER: 0001104659-17-061573 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171010 FILED AS OF DATE: 20171010 DATE AS OF CHANGE: 20171010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISALY SAMUEL D CENTRAL INDEX KEY: 0001055949 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38223 FILM NUMBER: 171130723 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38223 FILM NUMBER: 171130725 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38223 FILM NUMBER: 171130724 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 4 1 a4.xml 4 X0306 4 2017-10-10 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 Common Stock 2017-10-10 4 C 0 2546295 A 2546295 I See Footnotes Common Stock 2017-10-10 4 P 0 355000 17.00 A 2901295 I See Footnotes Series A Convertible Preferred Stock 2017-10-10 4 C 0 2546295 0 D Common Stock 2546295 0 I See Footnotes In connection with the closing of the Issuer's initial public offering, each share of the Issuer's series A convertible preferred stock (the "Series A Preferred") converted into the Issuer's common stock on a 9.17-for-one basis without payment or consideration. The Series A Preferred had no expiration date. The reportable securities 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 securities held by OPI V and as a result, may be deemed to have beneficial ownership over such shares. This report on Form 4 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. Reflects the number of shares of Series A Preferred held by the Reporting Person on an as-converted to common stock basis. /s/ Samuel D. Isaly 2017-10-10