0001408408-13-000003.txt : 20130213 0001408408-13-000003.hdr.sgml : 20130213 20130213120952 ACCESSION NUMBER: 0001408408-13-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALNYLAM PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001178670 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770602661 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79884 FILM NUMBER: 13601143 BUSINESS ADDRESS: STREET 1: 300 THIRD STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: (617) 551-8200 MAIL ADDRESS: STREET 1: 300 THIRD STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: ALNYLAM PHARMACEUTICALS INC DATE OF NAME CHANGE: 20020724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Eastern Capital LTD CENTRAL INDEX KEY: 0001408408 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P. O. BOX 31363 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1206 BUSINESS PHONE: 345-640-3300 MAIL ADDRESS: STREET 1: P. O. BOX 31363 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1206 SC 13G/A 1 alny13ga.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 3 ALNYLAM PHAMACEUTICALS, INC. -------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE -------------------------------------------------------------------------- (Title of class of Securities) 02043Q107 -------------- (CUSIP Number) 31 DECEMBER 2012 --------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-l(b) [X] Rule 13d-l(c) [ ] Rule 13d-l(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 02043Q107 Page 2 of 7 Pages 1. NAME OF REPORTING PERSON EASTERN CAPITAL LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 4,929,116 OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON 8. SHARED DISPOSITIVE POWER 4,929,116 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,929,116 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% 12. TYPE OF REPORTING PERSON CO CUSIP NO. 02043Q107 Page 3 of 7 Pages 1. NAME OF REPORTING PERSON PORTFOLIO SERVICES LTD. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 4,929,116 OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON 8. SHARED DISPOSITIVE POWER 4,929,116 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,929,116 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% 12. TYPE OF REPORTING PERSON CO CUSIP NO. 02043Q107 Page 4 of 7 Pages 1. NAME OF REPORTING PERSON KENNETH B. DART 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF 5. SOLE VOTING POWER -0- SHARES BENEFICIALLY 6. SHARED VOTING POWER 4,929,116 OWNED BY EACH 7. SOLE DISPOSITIVE POWER -0- REPORTING PERSON 8. SHARED DISPOSITIVE POWER 4,929,116 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,929,116 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% 12. TYPE OF REPORTING PERSON IN CUSIP No. 02043Q107 Page 5 of 7 Pages ITEM l(a). NAME OF ISSUER: ALNYLAM PHARMACEUTICALS, INC. ITEM l(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 300 THIRD STREET CAMBRIDGE, MASSCHUSETTS 02142 ITEM 2(a). NAME OF PERSON FILING: 1) EASTERN CAPITAL LIMITED Eastern Capital Limited is a direct wholly owned subsidiary of Portfolio Services Ltd., a Cayman Islands corporation. 2) PORTFOLIO SERVICES LTD. Portfolio Services Ltd., a Cayman Islands corporation, is a holding company which owns all of the outstanding shares of Eastern Capital Limited. 3) KENNETH B. DART Mr. Dart is the beneficial owner of all of the outstanding shares of Portfolio Services Ltd., which in turns owns all the outstanding shares of Eastern Capital Limited. ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE: 1) 10 Market Street, #773 Camana Bay Grand Cayman, KY1-9006 CAYMAN ISLANDS 2) 10 Market Street, #773 Camana Bay Grand Cayman, KY1-9006 CAYMAN ISLANDS 3) P.O. BOX 31300 Grand Cayman, KY1-1206 CAYMAN ISLANDS ITEM 2(c). CITIZENSHIP: 1) Cayman Islands 2) Cayman Islands 3) Cayman Islands CUSIP NO. 02043Q107 Page 6 of 7 pages ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock $0.01 par value per share ITEM 2(e). CUSIP NUMBER: 02043Q107 ITEM 3. Not Applicable. ITEM 4. OWNERSHIP The percentage ownership noted in this Schedule 13G/A is based on 61,689,936 shares outstanding as of January 16, 2013. As of the date of this filing, Eastern Capital Limited, Portfolio Services Ltd. and Mr. Dart beneficially own in the aggregate the following: (a) Amount Beneficially owned: 4,929,116 (b) Percent of Class: 8.0% (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 4,929,116 (iii)sole power to dispose of or to direct the disposition of: -0- (iv) shared power to dispose of or to direct the disposition of: 4,929,116 ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS: [ ] ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Not Applicable. CUSIP NO. 02043Q107 Page 7 of 7 pages ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. EASTERN CAPITAL LIMITED /s/ Kenneth B. Dart BY: Kenneth B. Dart, Director 13 FEBRUARY 2013 PORTFOLIO SERVICES LTD. /s/ Kenneth B. Dart BY: Kenneth B. Dart, Director 13 FEBRUARY 2013 KENNETH B. DART /s/ Kenneth B. Dart 13 FEBRUARY 2013 1