0001638599-17-001008.txt : 20171006 0001638599-17-001008.hdr.sgml : 20171006 20171006155831 ACCESSION NUMBER: 0001638599-17-001008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171005 FILED AS OF DATE: 20171006 DATE AS OF CHANGE: 20171006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38223 FILM NUMBER: 171127196 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38223 FILM NUMBER: 171127199 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38223 FILM NUMBER: 171127197 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: (212)339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38223 FILM NUMBER: 171127198 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 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 doc4_5014.xml PRIMARY DOCUMENT X0306 4 2017-10-05 1 0001649904 RHYTHM PHARMACEUTICALS, INC. RYTM 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 0 0 0 1 Former 10% owner 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 0 0 0 1 Former 10% owner 0001087940 BAKER FELIX 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 0 0 0 1 Former 10% owner 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 0 0 0 1 Former 10% owner Common Stock 2017-10-05 4 C 0 82969 0 A 82969 I See footnotes Common Stock 2017-10-05 4 C 0 1081051 0 A 1081051 I See footnotes Common Stock 2017-10-05 4 P 0 87809 17.00 A 170778 I See footnotes Common Stock 2017-10-05 4 P 0 797191 17.00 A 1878242 I See footnotes Series A Convertible Prefered 2017-10-05 4 C 0 760829 D Common Stock 82969 0 I See footnotes Series A Convertible Prefered 2017-10-05 4 C 0 9913242 D Common Stock 1081051 0 I See footnotes Represents shares of common stock of Rhythm Pharmaceuticals, Inc. (the "Issuer") received upon conversion of shares of the Issuer's Series A Convertible Preferred Stock ("Series A Preferred") which automatically convert into common stock of the Issuer on a 9.17 for 1 basis (the "Conversion Ratio") without consideration upon the closing of the initial public offering of the Issuer ("IPO"). After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in shares of the Issuer's common stock reported in column 5 of Table I directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in shares of the Issuer's common stock reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. On October 5, 2017, 667 and Life Sciences purchased 87,809 and 797,191 shares of common stock of the Issuer at a price of $17.00 per share, respectively, pursuant to an IPO. Effective upon the closing of the Issuer's IPO, the Series A Preferred shares of the Issuer were converted at the Conversion Ratio without consideration into the number of common shares of the Issuer shown in Column 7. The Series A Preferred shares did not have an expiration date and were convertible at any time, at the holder's election, into common shares of the Issuer. Pursuant to Instruction 4(c)(iii), this response has been left blank. Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2017-10-06 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2017-10-06 /s/ Felix J. Baker 2017-10-06 /s/ Julian C. Baker 2017-10-06