Kevin Joseph Fitzgerald Form 3 ALNYLAM PHARMACEUTICALS / Kevin Joseph Fitzgerald ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fitzgerald Kevin Joseph

(Last) (First) (Middle)

675 WEST KENDALL STREET

HENRI A. TERMEER SQUARE

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CSO & EVP, Head of Research

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,881	D
Common Stock	537	I	by Managed Account(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Option 2017 (right to buy)	02/11/2021	03/01/2028	Common Stock	9,000	119.13	D
Stock Option (right to buy)	(2)	02/28/2029	Common Stock	16,250	85	D
Stock Option (right to buy)	(2)	12/07/2025	Common Stock	6,667	97.72	D
Stock Option (right to buy)	(2)	02/26/2030	Common Stock	14,580	118.05	D
Stock Option (right to buy)	(3)	03/01/2028	Common Stock	9,000	119.13	D
Stock Option (right to buy)	(2)	02/23/2032	Common Stock	20,382	147.47	D
Stock Option (right to buy)	(2)	02/24/2031	Common Stock	15,692	151.59	D
Stock Option (right to buy)	(2)	03/01/2034	Common Stock	9,279	152.61	D
Stock Option (right to buy)	(2)	02/27/2033	Common Stock	10,352	190.01	D

Explanation of Responses:

1. 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.

2. 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.

3. 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 over the following thirty-three (33) months of the grant date, subject to the Reporting Persons continuous service with the Issuer as of each such vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: Brett Budzinski, Attorney-in-Fact For: Kevin Fitzgerald	03/28/2024
	** 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 5 (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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