EVP, Chief Financial Officer Poulton Jeffrey V. was granted 15,117 shares and sold $308,141 worth of shares (1,264 units at $243.78), increasing direct ownership by 41% to 47,751 units (SEC Form 4)

$ALNY
Biotechnology: Pharmaceutical Preparations
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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
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).
  
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*
Poulton Jeffrey V.

(Last) (First) (Middle)
675 WEST KENDALL STREET
HENRI A. TERMEER SQUARE

(Street)
CAMBRIDGE MA 02142

(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 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2025
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 03/03/2025 A 15,117(1) A $0.0 49,015(2) D
Common Stock 03/03/2025 S(3) 350 D $242.37(4) 48,665 D
Common Stock 03/03/2025 S(3) 382 D $243.36(5) 48,283 D
Common Stock 03/03/2025 S(3) 258 D $244.41(6) 48,025 D
Common Stock 03/03/2025 S(3) 189 D $245.26(7) 47,836 D
Common Stock 03/03/2025 S(3) 77 D $246.18(8) 47,759 D
Common Stock 03/03/2025 S(3) 7 D $247.35(9) 47,752 D
Common Stock 03/03/2025 S(3) 1 D $248.36 47,751 D
Common Stock 57 I by Managed Account(10)
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
Stock Option (right to buy) $243.53 03/03/2025 A 9,800 (11) 03/03/2035 Common Stock 9,800 $0.0 9,800 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. The Reporting Person has reported certain prior awards of RSUs in Table II of Form 4. The total reported in Column 5 includes the 15,117, newly awarded RSUs and 32,634 shares of common stock. The Reporting Person also holds 1,908 unvested RSUs that were previously reported in Table II.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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: Jeffrey V. Poulton 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.
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