CSO & EVP, Head of Research Fitzgerald Kevin Joseph was granted 3,871 shares and sold $669,304 worth of shares (2,755 units at $242.94), increasing direct ownership by 9% to 13,501 units (SEC Form 4)
$ALNY
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS, INC. [ ALNY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/03/2025 | A | 3,871(1) | A | $0.0 | 16,256 | D | |||
| Common Stock | 03/03/2025 | S(2) | 204 | D | $242.37(3) | 16,052 | D | |||
| Common Stock | 03/03/2025 | S(2) | 224 | D | $243.36(4) | 15,828 | D | |||
| Common Stock | 03/03/2025 | S(2) | 151 | D | $244.41(5) | 15,677 | D | |||
| Common Stock | 03/03/2025 | S(2) | 111 | D | $245.26(6) | 15,566 | D | |||
| Common Stock | 03/03/2025 | S(2) | 45 | D | $246.18(7) | 15,521 | D | |||
| Common Stock | 03/03/2025 | S(2) | 4 | D | $247.35(8) | 15,517 | D | |||
| Common Stock | 03/03/2025 | S(2) | 1 | D | $248.36 | 15,516 | D | |||
| Common Stock | 03/03/2025 | S(9) | 465 | D | $242.69(10) | 15,051 | D | |||
| Common Stock | 03/03/2025 | S(9) | 487 | D | $243.94(11) | 14,564 | D | |||
| Common Stock | 03/03/2025 | S(9) | 219 | D | $245.3(12) | 14,345 | D | |||
| Common Stock | 03/04/2025 | S(9) | 121 | D | $239.24(13) | 14,224 | D | |||
| Common Stock | 03/04/2025 | S(9) | 328 | D | $240.95(14) | 13,896 | D | |||
| Common Stock | 03/04/2025 | S(9) | 324 | D | $241.68(15) | 13,572 | D | |||
| Common Stock | 03/04/2025 | S(9) | 71 | D | $242.93 | 13,501 | D | |||
| Common Stock | 537 | I | by Managed Account(16) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy) | $243.53 | 03/03/2025 | A | 7,819 | (17) | 03/03/2035 | Common Stock | 7,819 | $0.0 | 7,819 | D | ||||
| Explanation of Responses: |
| 1. These shares are represented by restricted stock units (RSUs) granted under the Amended and Restated 2018 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of common stock. The RSUs will vest over a three-year period, with one third vesting on each of the first, second and third anniversaries of the grant date, subject to the Reporting Persons continuous service with the Issuer as of each such vesting date. |
| 2. Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the award agreement required to cover minimum statutory tax withholding obligations that became due upon the vesting and settlement of restricted stock units. |
| 3. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $241.87 to $242.86. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 4. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $242.89 to $243.88. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 5. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $243.90 to $244.90. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 6. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $244.91 to $245.88. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 7. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $246.00 to $246.71. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 8. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $247.04 to $247.52. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 9. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 10, 2024. |
| 10. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $242.20 to $242.85. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 11. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $243.37 to $244.34. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 12. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $244.80 to $245.74. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 13. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $238.93 to $239.40. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 14. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $240.18 to $241.17. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 15. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $241.40 to $241.85. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| 16. Reflects shares of ALNY common stock acquired by the Reporting Person under the issuer 401(k) plan as a result of the issuer 401(k) matching contribution program. |
| 17. The stock option vests as to 25% of the shares on the first anniversary of the grant date and the remaining shares vest in equal installments at the end of each successive three-month period thereafter until the fourth anniversary of the grant date, subject to the Reporting Persons continuous service with the Issuer as of each such vesting date. |
| By: Brett Budzinski, Attorney-in-Fact For: Kevin Fitzgerald | 03/05/2025 | |
| ** 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. | ||