Kevin Joseph Fitzgerald Form 4 ALNYLAM PHARMACEUTICALS / Kevin Joseph Fitzgerald ownership change

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

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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).

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. 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)
CSO & EVP, Head of Research

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2024

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	06/24/2024		A(1)		2,498	A	$0.0	15,379	D
Common Stock	06/25/2024		S(2)		45	D	$221.71(3)	15,334	D
Common Stock	06/25/2024		S(2)		9	D	$224.17(4)	15,325	D
Common Stock	06/25/2024		S(2)		13	D	$225.55(5)	15,312	D
Common Stock	06/25/2024		S(2)		26	D	$226.82(6)	15,286	D
Common Stock	06/25/2024		S(2)		96	D	$228.3(7)	15,190	D
Common Stock	06/25/2024		S(2)		198	D	$229.06(8)	14,992	D
Common Stock	06/25/2024		S(2)		227	D	$229.93(9)	14,765	D
Common Stock	06/25/2024		S(2)		74	D	$231.59(10)	14,691	D
Common Stock	06/25/2024		S(2)		161	D	$232.54(11)	14,530	D
Common Stock	06/25/2024		S(2)		86	D	$233.53(12)	14,444	D
Common Stock	06/25/2024		S(2)		138	D	$234.66(13)	14,306	D
Common Stock	06/25/2024		S(2)		125	D	$235.19(14)	14,181	D
Common Stock								537	I	by Managed Account(15)

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. On February 23, 2022, the reporting person was granted a performance-based stock unit (PSU) under the 2018 Stock Incentive Plan. The shares subject to the PSU vest based on the achievement of three specified performance measures. The shares reported were issued to the reporting person upon vesting of one-third of the shares subject to the PSU based on the issuer publicly reporting of a positive, statistically significant result on a clinical outcomes endpoint from a Phase 3 clinical study in ATTR amyloidosis with cardiomyopathy, as determined by The People, Culture and Compensation Committee of the Issuer Board of Directors on June 24, 2024.

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 reported in this form.

3. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $221.37 to $222.00. 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 $223.92 to $224.43. 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 $224.99 to $225.98. 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 $226.45 to $227.35. 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 $227.72 to $228.71. 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 $228.75 to $229.72. 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 $229.76 to $230.70. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $230.92 to $231.78. 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 $231.97 to $232.97. 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 $233.00 to $234.00. 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 $234.06 to $235.04. 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 $235.10 to $235.73. 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. 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.

	By: Brett Budzinski, Attorney-in-Fact For: Kevin Fitzgerald	06/26/2024
	** 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 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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