SEC FORM 4 SEC Form 4
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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OMB Number: 3235-0287
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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*
POLARIS VENTURE MANAGEMENT CO III LLC

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS, INC. [ ALNY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 01/03/2005 S 1,226 D $7.63 59,069 I See footnotes(1)(4)(5)(6)
Common Stock 01/03/2005 S 48,028 D $7.63 2,272,607 I See footnotes(2)(4)(5)(6)
Common Stock 01/03/2005 S 746 D $7.63 35,850 I See footnotes(3)(4)(5)(6)
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 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
1. Name and Address of Reporting Person*
POLARIS VENTURE MANAGEMENT CO III LLC

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS III LP

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS FOUNDERS FUND III LP

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS ENTREPRENEURS FUND III LP

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Arnold Stephen D

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flint Jonathan A

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MCGUIRE TERRANCE

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPOON ALAN G

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451-1215

(City) (State) (Zip)
Explanation of Responses:
1. These shares are owned directly by Polaris Venture Partners Entrepreneurs' Fund III, L.P. ("PVPEF III"), of which Polaris Venture Management Co. III, LLC ("PVM III") is the General Partner. As such, PVM III may be deemed to share voting and investment powers with respect to the shares owned by PVPEF III.
2. These shares are owned directly by Polaris Venture Partners III, L.P. ("PVP III") of which PVM III is the General Partner. As such, PVM III may be deemed to share voting and investment powers with respect to the shares owned by PVP III.
3. These shares are owned directly by Polaris Venture Partners Founders' Fund III, L.P. ("PVPFF III"), of which PVM III is the General Partner. As such, PVM III may be deemed to share voting and investment powers with respect to the shares owned by PVPFF III.
4. PVM III is the General Partner of PVP III, PVPEF III and PVPFF III, and Stephen D. Arnold, Jonathan A. Flint, Terrance G. McGuire and Alan G. Spoon, the managing members of PVM III, may be deemed to share voting and dispositive power over the shares held by PVP III, PVPEF III and PVPFF III. Such persons disclaim beneficial ownership of shares held by PVP III, PVPEF III and PVPFF III except to the extent of any pecuniary interest therein.
5. North Star Ventures directly or indirectly provides investment advisory services to various venture capital funds, including PVM III, the General Partner of PVPEF III, PVPFF III and PVP III. The respective General Partners of these funds exercise sole voting and investment power with respect to the shares held by such funds.
6. Continued from footnote 5. The members of North Star Ventures are members of PVM III, the General Partner of PVPEF III, PVPFF III and PVP III. As members of PVM III, they may be deemed to share voting and investment powers with respect to the shares held by such funds. These principals disclaim beneficial ownership of all such shares except to the extent of their proportionate pecuniary interest therein.
/s/ Kevin Littlejohn Autorized Signatory 01/04/2005
** 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.
                                                           Exhibit 24


  STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATURES

     Kevin Littlejohn has signed certain of these documents as 
Authorized Signatory. Note that copies of the applicable Statement 
Appointing Designated Filer and Authorized Signatories are already on 
file with the appropriate agencies.





                                                                      Exhibit 99


                            JOINT FILER INFORMATION

Joint Filer Name:            Polaris Venture Partners III, L.P.
Relationship to Issuer:      10% Owner
Address:                     1000 Winter Street, Suite 3350
                             Waltham, MA 02451
Designater Filer:            Polaris Venture Management Co. III, L.L.C.
Date of Event Requiring 
  Statement:                 01/04/05
Issuer Name and Ticker or 
  Trading Symbol:            Alnylam Pharmaceuticals Inc. (ALNY)

Signature:                   Polaris Venture Partners III, L.P.
                             By: Polaris Venture Management Co. III L.L.C.
                                 Its General Partner


                             By:    /s/ Kevin Littlejohn
                                ___________________________________________
                                    Kevin Littlejohn, Authorized Signatory






Joint Filer Name:            Polaris Venture Partners Entrepreneurs'
                               Fund III, L.P.
Relationship to Issuer:      10% Owner
Address:                     1000 Winter Street, Suite 3350
                             Waltham, MA 02451
Designater Filer:            Polaris Venture Management Co. III, L.L.C.
Date of Event Requiring 
  Statement:                 01/04/05
Issuer Name and Ticker or 
  Trading Symbol:            Alnylam Pharmaceuticals Inc. (ALNY)

Signature:                   Polaris Venture Partners Entrepreneurs'
                               Fund III, L.P.
                             By: Polaris Venture Management Co. III L.L.C.
                                 Its General Partner


                             By:    /s/ Kevin Littlejohn
                                ___________________________________________
                                    Kevin Littlejohn, Authorized Signatory






Joint Filer Name:            Polaris Venture Partners Founders' Fund III, L.P.
Relationship to Issuer:      10% Owner
Address:                     1000 Winter Street, Suite 3350
                             Waltham, MA 02451
Designater Filer:
            Polaris Venture Management Co. III, L.L.C.
Date of Event Requiring 
  Statement:                 01/04/05
Issuer Name and Ticker or 
  Trading Symbol:            Alnylam Pharmaceuticals Inc. (ALNY)

Signature:                   Polaris Venture Partners Founders' Fund III, L.P.
                             By: Polaris Venture Management Co. III L.L.C.
                                 Its General Partner


                             By:    /s/ Kevin Littlejohn
                                ___________________________________________
                                    Kevin Littlejohn, Authorized Signatory






Joint Filer Name:            North Star Venture Management 2000, L.L.C.
Relationship to Issuer:      10% Owner, as provider of investment advisory
                             services to PVM III, the general partner of
                             PVP III, PVPEF III and PVPFF III (the reporting
                             person disclaims beneficial ownership of the 
                             reported securities except to the extent of its
                             pecuniary interest therein)

Address:                     1000 Winter Street, Suite 3350
                             Waltham, MA 02451
Designater Filer:            Polaris Venture Management Co. III, L.L.C.
Date of Event Requiring 
  Statement:                 01/04/05
Issuer Name and Ticker or 
  Trading Symbol:            Alnylam Pharmaceuticals Inc. (ALNY)

Signature:                   North Star Venture Management 2000, L.L.C.


                             By:    /s/ Kevin Littlejohn
                                ___________________________________________
                                    Kevin Littlejohn, Authorized Signatory






Joint Filer Name:            Stephen D. Arnold
Relationship to Issuer:      10% Owner, as managing member of 
                             PVM III, the general partner of
                             PVP III, PVPEF III and PVPFF III (the reporting
                             person disclaims beneficial ownership of the 
                             reported securities except to the extent of his
                             pecuniary interest therein)

Address:                     1000 Winter Street, Suite 3350
                             Waltham, MA 02451
Designater Filer:            Polaris Venture Management Co. III, L.L.C.
Date of Event Requiring 
  Statement:                 01/04/05
Issuer Name and Ticker or 
  Trading Symbol:            Alnylam Pharmaceuticals Inc. (ALNY)

Signature:                   Stephen D. Arnold


                             By:    /s/ Kevin Littlejohn
                                ___________________________________________
                                    Kevin Littlejohn, Authorized Signatory






Joint Filer Name:            Jonathan A. Flint
Relationship to Issuer:      10% Owner, as managing member of 
                             PVM III, the general partner of
                             PVP III, PVPEF III and PVPFF III (the reporting
                             person disclaims beneficial ownership of the 
                             reported securities except to the extent of his
                             pecuniary interest therein)

Address:                     1000 Winter Street, Suite 3350
                             Waltham, MA 02451
Designater Filer:            Polaris Venture Management Co. III, L.L.C.
Date of Event Requiring 
  Statement:                 01/04/05
Issuer Name and Ticker or 
  Trading Symbol:            Alnylam Pharmaceuticals Inc. (ALNY)

Signature:                   Jonathan A. Flint


                             By:    /s/ Kevin Littlejohn
                                ___________________________________________
                                    Kevin Littlejohn, Authorized Signatory






Joint Filer Name:            Terrance G. McGuire
Relationship to Issuer:      10% Owner, as managing member of 
                             PVM III, the general partner of
                             PVP III, PVPEF III and PVPFF III (the reporting
                             person disclaims beneficial ownership of the 
                             reported securities except to the extent of his
                             pecuniary interest therein)

Address:                     1000 Winter Street, Suite 3350
                             Waltham, MA 02451
Designater Filer:            Polaris Venture Management Co. III, L.L.C.
Date of Event Requiring 
  Statement:                 01/04/05
Issuer Name and Ticker or 
  Trading Symbol:            Alnylam Pharmaceuticals Inc. (ALNY)

Signature:                   Terrance G. McGuire


                             By:    /s/ Kevin Littlejohn
                                ___________________________________________
                                    Kevin Littlejohn, Authorized Signatory






Joint Filer Name:            Alan G. Spoon
Relationship to Issuer:      10% Owner, as managing member of 
                             PVM III, the general partner of
                             PVP III, PVPEF III and PVPFF III (the reporting
                             person disclaims beneficial ownership of the 
                             reported securities except to the extent of his
                             pecuniary interest therein)

Address:                     1000 Winter Street, Suite 3350
                             Waltham, MA 02451
Designater Filer:            Polaris Venture Management Co. III, L.L.C.
Date of Event Requiring 
  Statement:                 01/04/05
Issuer Name and Ticker or 
  Trading Symbol:            Alnylam Pharmaceuticals Inc. (ALNY)

Signature:                   Alan G. Spoon


                             By:    /s/ Kevin Littlejohn
                                ___________________________________________
                                    Kevin Littlejohn, Authorized Signatory