SEC FORM 3

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^*

SHARP PHILIP A

(Last)

(First)

(Middle)

C/O ALNYLAM PHARMACEUTICALS, INC.

300 THIRD STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/27/2004

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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	233,333⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽²⁾	11/06/2013	Common Stock	36,842⁽⁵⁾	$0.95⁽⁵⁾	D
Series B Convertible Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	31,578⁽⁶⁾	⁽⁶⁾	D

Explanation of Responses:

1. Reflects a 1-for-1.9 reverse stock split, which became effective on May 7, 2004, pursuant to which the number of shares of common stock was divided by 1.9.

2. The stock option vests as to 25% of the shares on November 6, 2004 and as to an additional 6.25% of the shares on the last day of each calendar quarter thereafter.

3. Automatically converts into common stock upon the closing of the issuer's initial public offering of common stock.

4. N/A

5. Reflects a 1-for-1.9 reverse stock split, which became effective on May 7, 2004, pursuant to which (i) the number of shares of common stock underlying the option was divided by 1.9 and (ii) the exercise price of the option was multiplied by 1.9.

6. Reflects a 1-for-1.9 reverse stock split, which became effective on May 7, 2004, pursuant to which each share of Series B Preferred Stock will automatically convert into approximately 0.53 shares of common stock upon the closing of the issuer's initial public offering of common stock.

	/s/ Phillip A. Sharp	05/27/2004
	** 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 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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