X0206 3 2017-10-04 0 0001649904 RHYTHM PHARMACEUTICALS, INC. RYTM 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 29378 I See Note 2 Series A Preferred Stock Common Stock 1402870 I See Note 2 Series A-1 Junior Preferred Stock Common Stock 2927708 I See Note 2 Reflects a 1-for-9.17 reverse split effective as of September 29, 2017. The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest. Each share of Series A Convertible Preferred Stock and Series A-1 Junior Preferred Stock is convertible, at any time, at the holder's election, into Common Stock of the Issuer on a 9.17-for-one basis. In addition, effective upon the closing of the Issuer's initial public offering of its Common Stock, each share of preferred stock will automatically convert on a 9.17-for-one basis without payment of consideration. The preferred stock has no expiration date. /s/ Sasha Keough, attorney-in-fact 2017-10-04