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) 04/19/2021 | ||||||||||||||||||||||||||
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 | 04/19/2021 | A(1) | 5,083 | A | $0.0 | 22,908 | D | |||
Common Stock | 04/19/2021 | S(2) | 1,678 | D | $136.76(3) | 21,230 | D | |||
Common Stock | 04/19/2021 | S(2) | 989 | D | $137.6(4) | 20,241 | D | |||
Common Stock | 04/19/2021 | S(2) | 622 | D | $138.64(5) | 19,619 | D | |||
Common Stock | 04/19/2021 | S(2) | 417 | D | $140.02(6) | 19,202 | D | |||
Common Stock | 04/20/2021 | F(7) | 2,266 | D | $131.75 | 16,936 | D | |||
Common Stock | 04/20/2021 | F(7) | 85 | D | $134.5634 | 16,851 | D | |||
Common Stock | 04/21/2021 | S(2) | 203 | D | $135.41(8) | 16,648 | D | |||
Common Stock | 04/21/2021 | S(2) | 1,892 | D | $136.84(9) | 14,756 | D | |||
Common Stock | 04/21/2021 | S(2) | 530 | D | $137.6(10) | 14,226 | D | |||
Common Stock | 04/21/2021 | S(2) | 107 | D | $138.48 | 14,119 | D | |||
Common Stock | 515 | I | by Managed Account(11) |
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. On February 26, 2020, the reporting person was granted performance-based restricted stock units (PSU) in connection with the 2019 year-end compensation review. One third of the PSU award vests upon the achievement of each of three specific clinical development, regulatory or commercial events. The People, Culture and Compensation Committee of the Board determined that the first performance criterion was met and one-third of the PSU award vested as of April 19, 2021. |
2. All sales reported on this Form 4, other than the sell-to-cover for taxes on April 20, 2021, were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 15, 2021. |
3. Sale prices ranged from $136.21 to $137.17. |
4. Sale prices ranged from $137.28 to $138.13. |
5. Sale prices ranged from $138.34 to $139.27. |
6. Sale prices ranged from $139.72 to $140.18. |
7. Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the PSU award agreement required to cover minimum statutory tax withholding obligations that became due upon the vesting event. |
8. Sale prices ranged from $135.24 to $135.96. |
9. Sale prices ranged from $136.41 to $137.33. |
10. Sale prices ranged from $137.42 to $138.10. |
11. Reflects shares of ALNY common stock acquired by the reporting person under the ALNY 401(k) plan as a result of the ALNY 401(k) matching contribution program. |
By: /s/ Mary Beth DeLena, Attorney-in-Fact For: Akshay K. Vaishnaw | 04/21/2021 | |
** 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. |