FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/27/2004 |
3. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS INC [ ALNY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 222,500 | D(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | 05/27/2004 | (1) | Common Stock | 1,725,379(4) | (1) | D | |
Series C Convertible Preferred Stock | 05/27/2004 | (1) | Common Stock | 46,546(4) | (1) | D | |
Series B Convertible Preferred Stock | 05/27/2004 | (1) | Common Stock | 11,463(4) | (1) | I | Footnote(2) |
Series C Convertible Preferred Stock | 05/27/2004 | (1) | Common Stock | 309(4) | (1) | I | Footnote(3) |
Explanation of Responses: |
1. These securities are preferred stock of Alnylam Pharmaceuticals, Inc. and do not have an expiration date. Upon the closing of the Issuer's initial public offering, each share of its preferred stock will convert automatically into one share of common stock. The Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares of common stock. |
2. Represents securities held by ARCH V Entrepreneurs Fund, L.P., an affiliated entity of the Reporting Person. Represents 11,463 shares of common stock upon conversion of preferred stock. |
3. Represents securities held by ARCH V Entrepreneurs Fund, L.P., an affiliated entity of the Reporting Person. Represents 309 shares of common stock upon conversion of preferred stock. |
4. Share amounts reflect a 1 for 1.9 reverse stock split effective May 7, 2004. |
5. Represents shares of common stock purchased by the Reporting Person as part of the Issuer's initial public offering at a price per share of $6.00. The Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares of common stock. |
ARCH Venture Fund V, L.P., BY: ARCH Venture Partners V, L.P., Its: General Partner, BY: ARCH Venture Partners V, LLC, Its: General Partner, BY: Keith Crandell, Managing Director, /s/Keith Crandell | 06/01/2004 | |
** Signature of Reporting Person | Date | |
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 5 (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 Number. |