SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ATLAS VENTURE FUND V LP

(Last)

(First)

(Middle)

890 WINTER STREET

SUITE 320

(Street)

WALTHAM

02451-1470

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS INC [ ALNY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/03/2004		C		563,980	A	$0	634,331	D⁽¹⁾
Common Stock	06/03/2004		C		70,055	A	$0	78,794	D⁽²⁾
Common Stock	06/03/2004		C		70,055	A	$0	78,794	D⁽³⁾
Common Stock	06/03/2004		C		9,387	A	$0	10,557	D⁽⁴⁾
Common Stock	06/03/2004		C		1,024,257	A	$0	1,151,535	D⁽⁵⁾
Common Stock	06/03/2004		C		27,205	A	$0	31,097	D⁽⁶⁾
Common Stock	06/03/2004		C		18,753	A	$0	21,084	D⁽⁷⁾
Common Stock	06/03/2004		C		713,477	A	$0	802,476	I	See footnote⁽⁸⁾
Common Stock	06/03/2004		C		1,070,215	A	$0	1,203,716	I	See footnote⁽⁹⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			1,043,414	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	549,165	$0	0	D⁽¹⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			129,609	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	68,215	$0	0	D⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			129,609	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	68,215	$0	0	D⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			17,368	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	9,141	$0	0	D⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			1,895,164	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	997,454	$0	0	D⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			50,135	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	26,386	$0	0	D⁽⁶⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			34,701	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	18,263	$0	0	D⁽⁷⁾
Series C Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			28,149	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	14,815	$0	0	D⁽¹⁾
Series C Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			3,496	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	1,840	$0	0	D⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			3,496	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	1,840	$0	0	D⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			469	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	246	$0	0	D⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			50,927	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	26,803	$0	0	D⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			1,557	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	819	$0	0	D⁽⁶⁾
Series C Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			932	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	490	$0	0	D⁽⁷⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			1,320,000	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	694,736	$0	0	I	See footnote⁽⁸⁾
Series C Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			35,610	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	18,741	$0	0	I	See footnote⁽⁸⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			1,980,000	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	1,042,103	$0	0	I	See footnote⁽⁹⁾
Series C Convertible Preferred Stock	⁽¹⁰⁾	06/03/2004		C			53,416	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	28,112	$0	0	I	See footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

ATLAS VENTURE FUND V LP

(Last)

(First)

(Middle)

890 WINTER STREET

SUITE 320

(Street)

WALTHAM

02451-1470

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE PARALLEL FUND V-A C V

(Last)

(First)

(Middle)

890 WINTER STREET

SUITE 320

(Street)

WALTHAM

02451-1470

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE PARALLEL FUND V-B C V

(Last)

(First)

(Middle)

890 WINTER STREET

SUITE 320

(Street)

WALTHAM

02451-1470

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE ENTREPRENEURS FUND V LP

(Last)

(First)

(Middle)

890 WINTER STREET

SUITE 320

(Street)

WALTHAM

02451-1470

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE FUND VI LP

(Last)

(First)

(Middle)

890 WINTER STREET

SUITE 320

(Street)

WALTHAM

02451-1470

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE ENTREPRENEURS FUND VI LP

(Last)

(First)

(Middle)

890 WINTER STREET

SUITE 320

(Street)

WALTHAM

02451-1470

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Atlas Venture Fund VI GmbH & Co KG

(Last)

(First)

(Middle)

890 WINTER STREET

SUITE 320

(Street)

WALTHAM

02451-1470

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATLAS VENTURE ASSOCIATES V LP

(Last)

(First)

(Middle)

890 WINTER STREET

SUITE 320

(Street)

WALTHAM

02451-1470

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Atlas Venture Associates VI, L.P.

(Last)

(First)

(Middle)

890 WINTER STREET

SUITE 320

(Street)

WALTHAM

02451-1470

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares are owned directly by Atlas Venture Fund V, L.P.

2. These shares are owned directly by Atlas Venture Parallel Fund V-A, C.V.

3. These shares are owned directly by Atlas Venture Parallel Fund V-B, C.V.

4. These shares are owned directly by Atlas Venture Entrepreneurs' Fund V, L.P.

5. These shares are owned directly by Atlas Venture Fund VI, L.P.

6. These shares are owned dirclty by Atlas Venture Entrepreneurs' Fund VI, L.P.

7. These shares are owned directly by Atlas Venture Fund VI GmbH & Co. KG.

8. These shares are owned directly be Atlas Venture Fund V, L.P., Atlas Venture Parallel Fund V-A, C.V., Atlas Venture Parallel Fund V-B, C.V. and Atlas Venture Entrepreneurs' Fund V, L.P., each of which Atlas Venture Associates V, L.P. is the General Partner. Altas Venture Associates V, L.P. disclaims beneficial ownership of such shares except to the extent of its proportionate pecuniary interest therein.

9. These shares are owned directly by Atlas Venture Fund VI, L.P., Atlas Venture Entrepreneurs' Fund VI, L.P. and Atlas Venture Fund VI GmbH & Co. KG, each of which Atlas Venture Associates VI, L.P. is the General Partner. Atlas Venture Associates VI, L.P. disclaims beneficial ownership of such shares except to the extent of its proportionate pecuniary interest therein.

10. Each share of Series B and C Preferred Stock automatically converted into approximately 0.53 shares of common stock upon the closing of the issuer's initial public offering of common stock.

11. N/A

	Atlas Venture Fund V, L.P.	06/07/2004
	Atlas Venture Parallel Fund V-A, C.V.	06/07/2004
	Atlas Venture Parallel Fund V-B, C.V.	06/07/2004
	Atlas Venture Entrepreneurs' Fund V, L.P.	06/07/2004
	Atlas Venture Fund VI, L.P.	06/07/2004
	Atlas Venture Entrepreneurs' Fund VI, L.P.	06/07/2004
	Atlas Venture Fund VI GmbH and Co. KG	06/07/2004
	Atlas Venture Associates V, L.P.	06/07/2004
	Atlas Venture Associates VI, L.P.	06/07/2004
	/s/ Jeanne Larkin Henry (Vice President)	06/07/2004
	** 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 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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