Sec Form 4 Filing - SHARP PHILIP A @ ALNYLAM PHARMACEUTICALS, INC. - 2014-10-13

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
SHARP PHILIP A
2. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS, INC. [ ALNY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 THIRD STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/13/2014
(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 07/09/2014 J( 1 ) V 21,890 A $ 0 74,996 D
Common Stock 10/13/2014 M( 2 ) 100,000 A $ 7.77 174,996 D
Common Stock 10/13/2014 M( 2 ) 10,000 A $ 7.08 184,996 D
Common Stock 10/13/2014 S( 2 ) 110,000 D $ 85 74,996 D
Common Stock 07/09/2014 J( 1 ) V 21,890 D $ 0 191,903 I by Trust ( 3 )
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
Stock Option (right to buy) $ 7.08 10/13/2014 M( 2 ) 10,000 06/08/2006 06/08/2015 Common Stock 10,000 $ 0 0 D
Stock Option (right to buy) $ 7.77 10/13/2014 M( 2 ) 100,000 ( 4 ) 05/13/2015 Common Stock 100,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHARP PHILIP A
300 THIRD STREET
CAMBRIDGE, MA02142
X
Signatures
By: /s/ Michael P. Mason, Attorney-in-Fact For: Phillip A. Sharp 10/15/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 21,890 shares were previously reported as indirectly owned in the (i) 15,401 shares in the Phillip A. Sharp 2009 Grantor Annuity Trust No.3 and (ii) 6,489 shares in the Phillip A. Sharp 2010 Grantor Annuity Trust No. 6. The shares were re-registered to Phillip A. Sharp.
( 2 )The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 17, 2014. The shares sold by the reporting person were scheduled to expire in May and June of 2015.
( 3 )The 191,903 shares reported as indirectly owned by trust are (i) 94,838 shares in the Phillip A. Sharp 2009 Grantor Annuity Trust No. 3, (ii) 87,399 shares in the Phillip A. Sharp 2010 Grantor Annuity Trust No. 6 and (iii) 9,666 shares in the Phillip A. Sharp 2008 Grantor Annuity Trust No. 2.
( 4 )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.

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).

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