Sec Form 4 Filing - Mason Michael @ ALNYLAM PHARMACEUTICALS, INC. - 2014-12-12

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Mason Michael
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)
VP, Finance and Treasurer
(Last) (First) (Middle)
C/O ALNYLAM PHARMACEUTICALS, INC., 300 THIRD STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2014
(Street)
CAMBRIDGE, MA02142
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 12/15/2014 M( 1 ) 4,563 A $ 9.14 6,100 D
Common Stock 12/15/2014 M( 1 ) 7,937 A $ 10.98 14,037 D
Common Stock 12/15/2014 M( 1 ) 3,750 A $ 7.1 17,787 D
Common Stock 12/15/2014 M( 1 ) 4,375 A $ 18.66 22,162 D
Common Stock 12/15/2014 S( 1 ) 8,704 D $ 95.0996 ( 2 ) 13,458 D
Common Stock 12/15/2014 S( 1 ) 4,128 D $ 95.9674 ( 3 ) 9,330 D
Common Stock 12/15/2014 S( 1 ) 1,400 D $ 97.1179 ( 4 ) 7,930 D
Common Stock 12/15/2014 S( 1 ) 900 D $ 98.4833 ( 5 ) 7,030 D
Common Stock 12/15/2014 S( 1 ) 1,475 D $ 99.7349 ( 6 ) 5,555 D
Common Stock 12/15/2014 S( 1 ) 1,835 D $ 100.5161 ( 7 ) 3,720 D
Common Stock 12/15/2014 S( 1 ) 2,000 D $ 101.747 ( 8 ) 1,720 D
Common Stock 12/15/2014 S( 1 ) 900 D $ 102.5622 ( 9 ) 820 D
Common Stock 12/15/2014 S( 1 ) 820 D $ 103.6001 ( 10 ) 0 D
Common Stock 1,986 I By Managed Account ( 11 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Stock Option (Right to Buy) $ 63 12/12/2014 A( 12 ) 1,667 12/12/2014 12/18/2023 Common Stock 1,667 $ 0 1,667 D
Stock Option (Right to Buy) $ 7.1 12/15/2014 M( 1 ) 3,750 ( 13 ) 11/30/2021 Common Stock 3,750 $ 0 3,750 D
Stock Option (Right to Buy) $ 9.14 12/15/2014 M( 1 ) 4,563 ( 13 ) 12/08/2020 Common Stock 4,563 $ 0 0 D
Stock Option (Right to Buy) $ 10.98 12/15/2014 M( 1 ) 7,937 ( 13 ) 02/28/2021 Common Stock 7,937 $ 0 1,563 D
Stock Option (Right to Buy) $ 18.66 12/15/2014 M( 1 ) 4,375 ( 13 ) 12/20/2022 Common Stock 4,375 $ 0 5,625 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mason Michael
C/O ALNYLAM PHARMACEUTICALS, INC.
300 THIRD STREET
CAMBRIDGE, MA02142
VP, Finance and Treasurer
Signatures
/s/ Michael P. Mason 12/16/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 21, 2014.
( 2 )Sale prices ranged from $94.49 to $95.48.
( 3 )Sale prices ranged from $95.52 to $96.48.
( 4 )Sale prices ranged from $96.59 to $97.48.
( 5 )Sale prices ranged from $98.09 to $98.69.
( 6 )Sale prices ranged from $99.10 to $99.98.
( 7 )Sale prices ranged from $100.20 to $101.15.
( 8 )Sale prices ranged from $101.20 to $102.16.
( 9 )Sale prices ranged from $102.29 to $102.83.
( 10 )Sale prices ranged from $103.39 to $103.96.
( 11 )The reporting person owns 1,986 shares of ALNY common stock under the ALNY 401(k) plan as a result of the ALNY 401(k) matching contribution program.
( 12 )On December 18, 2013, the reporting person was granted a performance based stock option to purchase shares of ALNY Common Stock. One-third of the shares subject to the option will vest upon the achievement of each of three specific clinical development and regulatory events, as approved by the compensation committee of the Company. Effective December 12, 2014, the compensation committee of the Company determined the first performance criteria had been met and the option was vested as to one-third of the shares.
( 13 )The stock option vests as to 25% of the shares on the first 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.

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