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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Barrett Peter (Last) (First) (Middle) 890 WINTER STREET C/O ATLAS VENTURE SUITE 320 (Street) WALTHAM MA 02451 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/23/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2006		S		9,960	D	$15.1416	0	I	See Footnote(1)
Common Stock	02/24/2006		S		18,971	D	$14.797	393,956	I	See Footnote(1)
Common Stock	02/23/2006		S		2,474	D	$15.1416	0	I	See Footnote(2)
Common Stock	02/24/2006		S		4,713	D	$14.797	97,871	I	See Footnote(2)
Common Stock	02/23/2006		S		166	D	$15.1416	0	I	See Footnote(3)
Common Stock	02/24/2006		S		316	D	$14.797	6,557	I	See Footnote(3)
Common Stock	02/23/2006		S		18,081	D	$15.1416	0	I	See Footnote(4)
Common Stock	02/24/2006		S		34,439	D	$14.797	715,171	I	See Footnote(4)
Common Stock	02/23/2006		S		488	D	$15.1416	0	I	See Footnote(5)
Common Stock	02/24/2006		S		930	D	$14.797	19,314	I	See Footnote(5)
Common Stock	02/23/2006		S		331	D	$15.1416	0	I	See Footnote(6)
Common Stock	02/24/2006		S		631	D	$14.797	13,095	I	See Footnote(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Sale of shares of the Issuer's Common Stock by Atlas Venture Fund V, L.P. ("Atlas V"). These shares are owned directly by Atlas V. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. Sale of shares of the Issuer's Common Stock by Atlas Venture Parallel Fund V-A, C.V. ("Atlas V-A"). These shares are owned directly by Atlas V-A. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Sale of shares of the Issuer's Common Stock by Atlas Venture Entrepreneurs' Fund V, L.P. ("AVE V"). These shares are owned directly by AVE V. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Sale of shares of the Issuer's Common Stock by Atlas Venture Fund VI, L.P. ("Atlas VI"). These shares are owned directly by Atlas VI. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Sale of shares of the Issuer's Common Stock by Atlas Venture Entrepreneurs' Fund VI, L.P. ("AVE VI"). These shares are owned directly by AVE VI. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

6. Sale of shares of the Issuer's Common Stock by Atlas Venture Fund VI GmbH & Co. KG. ("AV VI KG"). These shares are owned directly by AV VI KG. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/s/ Jeanne Larkin Henry - Attorney in Fact	02/27/2006
	** 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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