Shulman Joseph's Form 4/A amendment
AmendedRhythm Pharmaceuticals, Inc. (RYTM) · filed Nov 13, 2024
- Accession no.
- 0001104659-24-117940
- Filed
- Nov 13, 2024
- Trade date
- Feb 9, 2024
- Filing delay
- 278 days
- Rule 10b5-1 plan
- Checked
- Original filed
- Feb 13, 2024
This filing lists 2 non-derivative transactions and 2 derivative transactions. It carries over 8 transactions from the original filing that it did not restate. Open-market sales total $3.68M. It was filed 278 days after the trade.
This amendment restates part of 0001104659-24-022537 (filed Feb 13, 2024). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Shulman JosephCIK 0001909855 | Officer (Chief Technical Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 9, 2024 | Common Stock | MOption exerciseAcquired | +65,175 | $21.38 | +$1,393,441.5 | 70,415 | Direct | |
| Feb 9, 2024 | Common Stock | MOption exerciseAcquired | +3,985 | $6.80 | +$27,098 | 74,430 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 9, 2024 | Common Stock | MOption exerciseDisposed | −65,175 | $0.00 | $0 | 10,625 | Direct | |
| Feb 9, 2024 | Common Stock | MOption exerciseDisposed | −3,985 | $0.00 | $0 | 31,875 | Direct |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001104659-24-022537 (filed Feb 13, 2024).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 9, 2024 | Common Stock | SSaleDisposed | −100 | $48.24 | −$4,824 | 74,360 | Direct | |
| Feb 9, 2024 | Common Stock | SSaleDisposed | −48,177 | $50.14F4 | −$2,415,594.78 | 26,183 | Direct | |
| Feb 9, 2024 | Common Stock | SSaleDisposed | −23,397 | $50.88F5 | −$1,190,439.36 | 2,786 | Direct | |
| Feb 9, 2024 | Common Stock | SSaleDisposed | −100 | $51.52 | −$5,152 | 2,686 | Direct | |
| Feb 11, 2024 | Common Stock | MOption exerciseAcquired | +1,562 | –F1 | – | 4,248 | Direct | |
| Feb 12, 2024 | Common Stock | SSaleDisposed | −791 | $51.38 | −$40,641.58 | 3,457 | Direct | |
| Feb 13, 2024 | Common Stock | SSaleDisposed | −473 | $49.84 | −$23,574.32 | 2,984 | Direct |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 11, 2024 | Common Stock | MOption exerciseDisposed | −1,562 | $0.00 | $0 | 1,562 | Direct |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F1
Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
Referenced by the price of 1 transaction in Table I.
- F4
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $49.47 to $50.46. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F5
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $50.47 to $51.43. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
This amendment is being filed to correct the number of options exercised in row two of each of Table I and Table II in the originally filed Form 4 on February 13, 2024; and to report the exercise of the options in row two of each of Table I and Table II in this amended Form 4. The originally filed Form 4 reported 69,190 options exercised in row two of each of Table 1 and Table II which should have been 69,160, the total amount actually exercised.
- F2
The stock options were granted on July 27, 2020. 25% of the shares subject to the option vested and became exercisable on July 27, 2021 and the remaining 75% of the shares subject to the option shall vest and become exercisable in 12 substantially equal installments upon the Reporting Person's completion of each three full months of successive service to the Issuer thereafter.
- F3
The stock options were granted on February 9, 2022. 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.
Remarks
Exhibit 24