02/19/2025 | Press release | Distributed by Public on 02/19/2025 20:49
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
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 | ||||||||
Restricted Stock Units | (1) | 02/14/2025 | A | 25,000 | (3) | (3) | Common Stock | 25,000 | $ 0 | 25,000 | D | ||||
Stock Options (Right to Buy) | $56.69 | 02/14/2025 | A | 37,500 | (4) | 02/13/2035 | Common Stock | 37,500 | $ 0 | 37,500 | D | ||||
Restricted Stock Units | (1) | 02/16/2025 | M | 4,125 | (5) | (5) | Common Stock | 4,125 | $ 0 | 12,375 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Shulman Joseph C/O RHYTHM PHARMACEUTICALS, INC. 222 BERKELEY STREET, 12TH FLOOR BOSTON, MA 02116 |
Chief Technical Officer |
/s/ Stephen Vander Stoep, attorney-in-fact for Joseph Shulman | 02/19/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. |
(2) | The sale reported in this Form 4 was effected pursuant to Rule 10b5-1 instruction adopted prior to February 27, 2023 solely with the intent to cover withholding taxes in connection with the vesting of certain previously reported restricted stock units. |
(3) | The restricted stock units vest as to 25% of the total shares on each of February 14, 2026, February 14, 2027, February 14, 2028 and February 14, 2029. The restricted stock units have no expiration date. |
(4) | The stock options were granted on February 14, 2025. The options vest and become exercisable in 16 substantially equal installments upon the Reporting Person's completion of each three full months of successive service to the Issuer following the grant date. |
(5) | The restricted stock units vest as to 25% of the total shares on each of February 16, 2025, February 16, 2026, February 16, 2027 and February 16, 2028. The restricted stock units have no expiration date. |