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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS, INC. [ ALNY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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 | D(1) | |||
Common Stock | 02/24/2006 | S | 18,971 | D | $14.797 | 393,956 | D(1) | |||
Common Stock | 02/23/2006 | S | 2,474 | D | $15.1416 | 0 | D(2) | |||
Common Stock | 02/24/2006 | S | 4,713 | D | $14.797 | 97,871 | D(2) | |||
Common Stock | 02/23/2006 | S | 166 | D | $15.1416 | 0 | D(3) | |||
Common Stock | 02/24/2006 | S | 316 | D | $14.797 | 6,557 | D(3) | |||
Common Stock | 02/23/2006 | S | 18,081 | D | $15.1416 | 0 | D(4) | |||
Common Stock | 02/24/2006 | S | 34,439 | D | $14.797 | 715,171 | D(4) | |||
Common Stock | 02/23/2006 | S | 488 | D | $15.1416 | 0 | D(5) | |||
Common Stock | 02/24/2006 | S | 930 | D | $14.797 | 19,314 | D(5) | |||
Common Stock | 02/23/2006 | S | 331 | D | $15.1416 | 0 | D(6) | |||
Common Stock | 02/24/2006 | S | 631 | D | $14.797 | 13,095 | D(6) | |||
Common Stock | 02/23/2006 | S | 12,600 | D | $15.1416 | 0 | I | See Footnote(7) | ||
Common Stock | 02/24/2006 | S | 24,000 | D | $14.797 | 498,384 | I | See Footnote(7) | ||
Common Stock | 02/23/2006 | S | 18,900 | D | $15.1416 | 0 | I | See Footnote(8) | ||
Common Stock | 02/24/2006 | S | 36,000 | D | $14.797 | 747,580 | I | See Footnote(8) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Sale of shares of the Issuer's Common Stock by Atlas Venture Fund V, L.P. These shares are owned directly by Atlas Venture Fund V, L.P. |
2. Sale of shares of the Issuer's Common Stock by Atlas Venture Parallel Fund V-A, C.V. These shares are owned directly by Atlas Venture Parallel Fund V-A, C.V. |
3. Sale of shares of the Issuer's Common Stock by Atlas Venture Entrepreneurs' Fund V, L.P. These shares are owned directly by Atlas Venture Entrepreneurs' Fund V, L.P. |
4. Sale of shares of the Issuer's Common Stock by Atlas Venture Fund VI, L.P. These shares are owned directly by Atlas Venture Fund VI, L.P. |
5. Sale of shares of the Issuer's Common Stock by Atlas Venture Entrepreneurs' Fund VI, L.P. These shares are owned directly by Atlas Venture Entrepreneurs' Fund VI, L.P. |
6. Sale of shares of the Issuer's Common Stock by Atlas Venture Fund VI GmbH & Co. KG. These shares are owned directly by Atlas Venture Fund VI GmbH & Co. KG. |
7. Sale of shares of the Issuer's Common Stock by Atlas Venture Fund V, L.P., Atlas Venture Parallel Fund V-A, C.V. and Atlas Venture Entrepreneurs' Fund V, L.P. These shares are owned directly by Atlas Venture Fund V, L.P., Atlas Venture Paraellel Fund V-A, C.V. and Atlas Venture Entrepreneurs' Fund V, L.P. Atlas Venture Associates V, L.P. disclaims beneficial ownership as to such shares except to the extent of its proportionate pecuniary interest therein. |
8. Sale of shares of the Issuer's Common Stock by Atlas Venture Fund VI, L.P., Atlas Venture Fund VI GmbH & Co. KG and Atlas Venture Entrepreneurs' Fund VI, L.P. These shares are owned directly by Atlas Venture Fund VI, L.P., Atlas Venture Fund VI GmbH & Co. KG and Atlas Venture Entrepreneurs' Fund VI, L.P. Atlas Venture Associates VI, L.P. disclaims beneficial ownership as to such shares except to the extent of its proportionate pecuniary interest therein. |
Atlas Venture Fund V, L.P. | 02/27/2006 | |
Atlas Venture Parallel Fund V-A, C.V. | 02/27/2006 | |
Atlas Venture Entrepreneurs' Fund V, L.P. | 02/27/2006 | |
Atlas Venture Fund VI, L.P. | 02/27/2006 | |
Atlas Venture Fund VI GmbH & Co. KG | 02/27/2006 | |
Atlas Venture Entrepreneurs' Fund VI, L.P. | 02/27/2006 | |
Atlas Venture Associates V, L.P. | 02/27/2006 | |
Atlas Venture Associates VI, L.P. | 02/27/2006 | |
/s/ Jeanne Larkin Henry (Vice-President) | 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). | ||
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. |