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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS INC [ ALNY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/27/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 05/27/2004 | C | 7,667 | A | $6 | 7,667 | I | See footnote(1)(4)(5) | ||
Common Stock | 05/27/2004 | C | 4,663 | A | $6 | 4,663 | I | See footnote(2)(4)(5) | ||
Common Stock | 05/27/2004 | C | 300,170 | A | $6 | 300,170 | I | See footnote(3)(4)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. These shares were purchased directly by Polaris Venture Partners Entrepreneurs' Fund III, L.P., of which Polaris Venture Management III, LLC is the General Partner. As such, it may be deemed to share voting and investment power with respect to the shares owned by Polaris Venture Partners Entrepreneurs' Fund III, L.P. |
2. These shares were purchased directly by Polaris Venture Partners Founders' Fund III, L.P., of which Polaris Venture Management III, LLC is the General Partner. As such, it may be deemed to share voting and investment power with respect to the shares owned by Polaris Venture Partners Founders' Fund III, L.P. |
3. These shares were purchased directly by Polaris Venture Partners III, L.P., of which Polaris Venture Management III, LLC is the General Partner. As, such, it may be deemed to share voting and investmewnt power with respect to the shares owned by Polaris Venture Partners III, L.P. |
4. North Star Ventures directly or indirectly provides investment advisory services to various venture capital funds, including Polaris Venture Management Co. III, LLC, the General Partner of Polaris Venture Partners Entrepreneurs' Fund III, L.P., Polaris Venture Partners Founders' Fund III, L.P. and Polaris Venture Partners III, L.P. The respective General Partners of these funds exercise sole voting and investment power with respect to the shares held by such funds. |
5. Continued from footnote 4. The members of North Star Ventures are members of Polaris Venture Management Co. III, LLC, the General Partner of Polaris Venture Partners Entrepreneurs' Fund III, L.P., Polaris Venture Partners Founders' Fund III, L.P. and Polaris Venture Partners III, L.P. As members of Polaris Venture Management Co. III, LLC, they may be deemed to share voting and investment power with respect to the shares held by such funds. These principals disclaim beneficial ownership of all such shares except to the extent of their proportionate pecuniary interest therein. |
/s/ Kevin Littlejohn | 06/01/2004 | |
** 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. |