Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2019 (May 21, 2019)



Alnylam Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   001-36407   77-0602661

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


300 Third Street, Cambridge, MA   02142
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 551-8200

Not applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class





Name of Each Exchange

on Which Registered

Common Stock, $0.01 par value per share   ALNY   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01. Other Events.

On May 21, 2019, following the expiration of the Hart-Scott-Rodino waiting period, Regeneron Pharmaceuticals, Inc. (“Regeneron”) purchased 4,444,445 shares of newly issued common stock of Alnylam Pharmaceuticals, Inc. (the “Company”), representing an approximately 4% ownership position, for aggregate cash consideration of $400 million, or $90.00 per share, pursuant to the previously announced Stock Purchase Agreement between Regeneron and the Company, dated April 8, 2019 (the “Equity Transaction”). Upon the closing of the Equity Transaction, the Master Agreement governing the collaboration between the Company and Regeneron and the Investor Agreement between the parties each became effective. A brief description of the terms and conditions of the Equity Transaction that are material to the Company is set forth in the Form 8-K filed by the Company on April 9, 2019 under the heading “Equity Placement” in Item 1.01 of such Form 8-K, which description is incorporated by reference herein.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 21, 2019     By:  

/s/ Laurie B. Keating

      Laurie B. Keating

Executive Vice President, Chief Legal Officer

and Secretary