Edgar Filing: ALNYLAM PHARMACEUTICALS, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Barrett Peter

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

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

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

(Last)

(First)

(Middle)

C/O ATLAS VENTURE SUITE 320, 890 WINTER STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2006

(Street)

WALTHAM, MA 02451

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2006		S		6,893	D	$ 16.5058	159,209	I	See Footnote ⁽¹⁾
Common Stock	03/07/2006		S		1,712	D	$ 16.5058	39,554	I	See Footnote ⁽²⁾
Common Stock	03/07/2006		S		115	D	$ 16.5058	2,647	I	See Footnote ⁽³⁾
Common Stock	03/07/2006		S		12,513	D	$ 16.5058	289,024	I	See Footnote ⁽⁴⁾
Common Stock	03/07/2006		S		338	D	$ 16.5058	7,806	I	See Footnote ⁽⁵⁾
Common Stock	03/07/2006		S		229	D	$ 16.5058	5,293	I	See Footnote ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Barrett Peter C/O ATLAS VENTURE SUITE 320 890 WINTER STREET WALTHAM, MA 02451	X

Signatures

/s/ Jeanne Larkin Henry - Attorney in Fact		03/09/2006
^**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)	Sale of shares of the Issuer's Common Stock by Atlas Venture Fund V, L.P. ("Atlas V"). These shares are owned directly by Atlas V. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2)	Sale of shares of the Issuer's Common Stock by Atlas Venture Parallel Fund V-A, C.V. ("Atlas V-A"). These shares are owned directly by Atlas V-A. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3)	Sale of shares of the Issuer's Common Stock by Atlas Venture Entrepreneurs' Fund V, L.P. ("AVE V"). These shares are owned directly by AVE V. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4)	Sale of shares of the Issuer's Common Stock by Atlas Venture Fund VI, L.P. ("Atlas VI"). These shares are owned directly by Atlas VI. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(5)	Sale of shares of the Issuer's Common Stock by Atlas Venture Entrepreneurs' Fund VI, L.P. ("AVE VI"). These shares are owned directly by AVE VI. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(6)	Sale of shares of the Issuer's Common Stock by Atlas Venture Fund VI GmbH & Co. KG. ("AV VI KG"). These shares are owned directly by AV VI KG. Peter Barrett is a Senior Partner of Atlas Venture. Mr. Barrett disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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