FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Greene Barry E
2. Issuer Name and Ticker or Trading Symbol

ALNYLAM PHARMACEUTICALS, INC. [ ALNY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President
(Last)          (First)          (Middle)

675 WEST KENDALL STREET, HENRI A. TERMEER SQUARE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/22/2019
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  10/22/2019    M(1)    58913  A $16.43  111851  D   
Common Stock  10/22/2019    S(1)    58913  D $89.99  52938  D   
Common Stock  10/23/2019    J(2)    5544  A $0.0  58482  D   
Common Stock  10/23/2019    J(2)    5544  D $0.0  3486  I  by Trust (3)
Common Stock                 3003  I  by Managed Account (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)  $16.43  10/22/2019    M (1)       58913    (5) 12/9/2019  Common Stock  58913  $0.0  0  D   

Explanation of Responses:
(1)  All sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2019. The 58,913 options exercised and sold by the reporting person were due to expire on December 9, 2019.
(2)  These shares were distributed in October 2019 to the reporting person from the "Barry E. Greene Qualified Annuity Interest Trust" (GRAT).
(3)  Represents remaining shares held by the "Barry E. Greene Qualified Annuity Interest Trust" (GRAT), of which Barry E. Greene is the sole Trustee
(4)  Reflects shares of ALNY common stock acquired by the reporting person under the ALNY 401(k) plan as a result of the ALNY 401(k) matching contribution program.
(5)  The stock option vests as to 25% of the shares on the 1st anniversary of the date of the stock option grant and as to an additional 6.25% of the shares each successive three month period thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Greene Barry E
675 WEST KENDALL STREET
HENRI A. TERMEER SQUARE
CAMBRIDGE, MA 02142


President

Signatures
By: Mary Beth DeLena, Attorney-in-Fact For: Barry E. Greene 10/24/2019
**Signature of Reporting Person Date


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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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