0001104659-17-060862.txt : 20171004 0001104659-17-060862.hdr.sgml : 20171004 20171004163507 ACCESSION NUMBER: 0001104659-17-060862 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171004 FILED AS OF DATE: 20171004 DATE AS OF CHANGE: 20171004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gottesdiener Keith Michael CENTRAL INDEX KEY: 0001615856 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38223 FILM NUMBER: 171122049 MAIL ADDRESS: STREET 1: 900 FIFTH AVENUE STREET 2: #8C CITY: NEW YORK STATE: NY ZIP: 10021 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 0001615856 Gottesdiener Keith Michael 500 BOYLSTON STREET, 11TH FLOOR BOSTON MA 02116 1 1 0 0 CEO and President Common Stock 558277 D Series A Convertible Preferred Stock Common Stock 27262 D Employee Stock Option (Right to Buy) 4.59 2025-11-16 Common Stock 127780 D Employee Stock Option (Right to Buy) 7.52 2025-12-30 Common Stock 57251 D Employee Stock Option (Right to Buy) 6.14 2027-04-04 Common Stock 218102 D At any time at the holder's election or 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") is convertible into shares of the Issuer's common stock on a 9.17-for-one basis without payment or consideration. The Series A Preferred has no expiration date. The stock options vest and become exercisable in 48 successive, equal monthly installments measured from August 3, 2015. The stock options vest and become exercisable in 48 successive, equal monthly installments measured from January 6, 2017. Exhibit List Exhibit 24 - Power of Attorney /s/Keith M. Gottesdiener 2017-10-04 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Hunter Smith as his true and lawful attorney-in-fact to:

 

(1)           execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or 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 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 attorney-in-fact.

 

[Signature Page Follows]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of October, 2017.

 

 

/s/ Keith M. Gottesdiener

 

Keith M. Gottesdiener, M.D.

 

[Signature Page to Power of Attorney (Gottesdiener)]