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 * SHARP PHILIP A   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) 300 THIRD STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2014 (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 07/02/2013   J(1) V 27,325 A $ 0 41,594 D   Common Stock 07/02/2013   J(2) V 11,512 A $ 0 53,106 D   Common Stock 07/02/2013   J(1) V 27,325 D $ 0 225,305 I by Trust Common Stock 07/02/2013   J(2) V 11,512 D $ 0 213,793 I by Trust (3)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 63.86

01/02/2014

A(4)

3,670

(5)

01/02/2024

Common Stock

3,670

$ 0

3,670

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHARP PHILIP A 300 THIRD STREET CAMBRIDGE, MA 02142	X

Signatures

By: /s/ Michael P. Mason, Attorney-in-Fact For: Phillip A. Sharp		01/03/2014
**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)	The 27,325 shares were previously reported as indirectly owned in the "Phillip A. Sharp 2009 Grantor Annuity Trust No. 3". The shares were re-registered to Phillip A. Sharp.
(2)	The 11,512 shares were previously reported as indirectly owned in the "Phillip A. Sharp 2010 Grantor Annuity Trust No. 6". The shares were re-registered to Phillip A. Sharp.
(3)	The 213,793 shares reported as indirectly owned by trust are (i) 119,905 shares in the Phillip A. Sharp 2009 Grantor Annuity Trust No.3 and (ii) 93,888 shares in the Phillip A. Sharp 2010 Grantor Annuity Trust No.6.
(4)	The reporting person elected to receive stock options, in lieu of cash, as compensation for 2014 Board service.
(5)	The stock option vests as to 25% on 3/31/2014 and as to an additional 25% of the shares granted at the end of each subsequent quarter.

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