Alnylam Pharmaceuticals Inc.

10/03/2025 | Press release | Distributed by Public on 10/03/2025 15:13

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fitzgerald Kevin Joseph
2. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS, INC. [ALNY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CSO & EVP, Head of Research
(Last) (First) (Middle)
675 WEST KENDALL STREET, HENRI A. TERMEER SQUARE
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
(Street)
CAMBRIDGE, MA 02142
4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 10/01/2025 A(1) 2,102 A $ 0 24,821 D
Common Stock 10/01/2025 A(2) 2,851 A $ 0 27,672 D
Common Stock 10/02/2025 S(3) 96 D $446.53(4) 27,576 D
Common Stock 10/02/2025 S(3) 47 D $447.92(5) 27,529 D
Common Stock 10/02/2025 S(3) 150 D $448.77(6) 27,379 D
Common Stock 10/02/2025 S(3) 207 D $449.79(7) 27,172 D
Common Stock 10/02/2025 S(3) 449 D $450.81(8) 26,723 D
Common Stock 10/02/2025 S(3) 276 D $451.86(9) 26,447 D
Common Stock 10/02/2025 S(3) 555 D $452.69(10) 25,892 D
Common Stock 10/02/2025 S(3) 273 D $453.77(11) 25,619 D
Common Stock 10/02/2025 S(3) 203 D $454.84(12) 25,416 D
Common Stock 10/02/2025 S(3) 60 D $455.82(13) 25,356 D
Common Stock 10/02/2025 S(3) 122 D $457.43 25,234 D
Common Stock 10/02/2025 S(3) 3 D $457.64 25,231 D
Common Stock 537 I by Managed Account(14)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fitzgerald Kevin Joseph
675 WEST KENDALL STREET
HENRI A. TERMEER SQUARE
CAMBRIDGE, MA 02142
CSO & EVP, Head of Research

Signatures

By: Brett Budzinski, Attorney-in-Fact For: Kevin Fitzgerald 10/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On February 24, 2021, the reporting person was granted a performance-based stock unit (PSU) under the 2018 Stock Incentive Plan. The shares subject to the PSU vest based on the achievement of four specified performance measures. The shares reported were issued to the reporting person upon vesting of one-quarter of the shares subject to the PSU based on the issuer publicly reporting the initiation of a Phase 3 clinical study of an RNAi therapeutic in development to treat a prevalent disease, as determined by the People, Culture and Compensation (PC&C) Committee of the Issuer Board of Directors on October 1, 2025.
(2) On March 1, 2024, the reporting person was granted a PSU under the 2018 Stock Incentive Plan. The shares subject to the PSU vest based on the achievement of three specified performance measures. The shares reported were issued to the reporting person upon vesting of thirty (30) percent of the shares subject to the PSU based on the issuer publicly reporting the initiation of a Phase 3 clinical study in a prevalent indication, as determined by the PC&C Committee on October 1, 2025.
(3) Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the award agreement required to cover minimum statutory tax withholding obligations that became due upon the vesting and settlement of tranches of PSUs granted to the reporting person on February 24, 2021 and March 1, 2024.
(4) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $446.19 to $447.19. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(5) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $447.21 to $448.21. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(6) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $448.25 to $449.24. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(7) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $449.26 to $450.26. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(8) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $450.29 to $451.29. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(9) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $451.31 to $452.31. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(10) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $452.33 to $453.31. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(11) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $453.37 to $454.37. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(12) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $454.38 to $455.34. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(13) The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $455.42 to $456.09. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(14) Reflects shares of ALNY common stock acquired by the Reporting Person under the issuer 401(k) plan as a result of the issuer 401(k) matching contribution program.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Alnylam Pharmaceuticals Inc. published this content on October 03, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 03, 2025 at 21:13 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]