Statement of Changes in Beneficial Ownership (4)
July 21 2016 - 5:45PM
Edgar (US Regulatory)
FORM 4
[ ]
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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
MARAGANORE JOHN
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2. Issuer Name
and
Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS, INC.
[
ALNY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
300 THIRD STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/19/2016
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/19/2016
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M
(1)
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15076
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A
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$22.75
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148465
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D
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Common Stock
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7/19/2016
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S
(1)
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13571
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D
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$63.727
(2)
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134894
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D
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Common Stock
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7/19/2016
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S
(1)
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1505
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D
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$64.5576
(3)
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133389
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D
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Common Stock
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7/20/2016
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M
(1)
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15075
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A
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$22.75
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148464
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D
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Common Stock
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7/20/2016
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S
(1)
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600
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D
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$64.2917
(4)
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147864
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D
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Common Stock
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7/20/2016
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S
(1)
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12057
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D
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$65.5578
(5)
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135807
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D
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Common Stock
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7/20/2016
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S
(1)
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2418
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D
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$65.9993
(6)
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133389
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D
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Common Stock
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2801
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I
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by Managed Account
(7)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$22.75
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7/19/2016
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M
(1)
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15076
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(8)
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12/14/2016
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Common Stock
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15076
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$0
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45226
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D
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Stock Option (right to buy)
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$22.75
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7/20/2016
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M
(1)
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15075
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(8)
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12/14/2016
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Common Stock
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15075
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$0
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30151
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D
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Explanation of Responses:
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(
1)
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All sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 16, 2015. The 30,151 options exercised and sold by the reporting person were due to expire on December 14, 2016.
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(
2)
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Sale prices ranged from $63.28 to $64.27.
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(
3)
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Sale prices ranged from $64.29 to $65.04.
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(
4)
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Sale prices ranged from $63.82 to $64.76.
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(
5)
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Sale prices ranged from $64.89 to $65.87.
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(
6)
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Sale prices ranged from $65.89 to $66.20.
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(
7)
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The reporting person owns 2,801 shares of ALNY common stock under the ALNY 401(k) plan as a result of the ALNY 401(k) matching contribution program.
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(
8)
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The stock option vests as to 25% of the shares on the 1st anniversary of the date of the stock option grant and as to an additional 6.25% of the shares each successive three month period thereafter.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MARAGANORE JOHN
300 THIRD STREET
CAMBRIDGE, MA 02142
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X
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CEO
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Signatures
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/s/ Michael P. Mason, Attorney-in-Fact for John M. Maraganore
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7/21/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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