Statement of Changes in Beneficial Ownership (4)
September 22 2017 - 5:07PM
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
*
Greene Barry E
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President
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(Last)
(First)
(Middle)
C/O ALNYLAM PHARMACEUTICALS, INC., 300 THIRD STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/20/2017
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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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9/20/2017
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M
(1)
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76815
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A
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$31.39
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165399
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D
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Common Stock
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9/20/2017
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S
(1)
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76815
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D
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$100
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88584
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D
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Common Stock
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9/21/2017
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M
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6485
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A
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$7.1
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95069
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D
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Common Stock
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9/21/2017
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M
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5359
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A
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$18.66
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100428
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D
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Common Stock
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2810
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I
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By Managed Account
(2)
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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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Performance Stock Option 2013 (Right to Buy)
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$63
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9/20/2017
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A
(3)
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15000
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9/20/2017
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12/17/2023
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Common Stock
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15000
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$0
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15000
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D
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Stock Option (Right to Buy)
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$7.1
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9/21/2017
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M
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6485
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(4)
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11/30/2021
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Common Stock
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6485
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$0
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85915
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D
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Stock Option (Right to Buy)
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$18.66
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9/21/2017
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M
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5359
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(4)
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12/20/2022
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Common Stock
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5359
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$0
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94641
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D
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Stock Option (Right to Buy)
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$31.39
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9/20/2017
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M
(1)
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76815
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(4)
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12/12/2017
(1)
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Common Stock
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76815
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$0
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0
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D
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Explanation of Responses:
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(1)
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The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 23, 2017. The 76,815 options exercised and sold by the reporting person were due to expire on December 12, 2017.
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(2)
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The reporting person owns 2,810 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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(3)
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On December 18, 2013, the reporting person was granted a performance based stock option to purchase shares of ALNY Common Stock. One-third of the shares subject to the option will vest upon the achievement of each of three specific clinical development and regulatory events, as approved by the compensation committee of the Company. Effective September 20, 2017, the compensation committee of the Company determined the second performance criteria had been met and the option was vested as to one-third of the shares.
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(4)
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The stock option vests as to 25% of the shares on the first 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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Greene Barry E
C/O ALNYLAM PHARMACEUTICALS, INC.
300 THIRD STREET
CAMBRIDGE, MA 02142
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President
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Signatures
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/s/ Michael P. Mason, Attorney-in-Fact for Barry E. Greene
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9/22/2017
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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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