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 *
CLARKE JOHN K
  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 CARDINAL HEALTH PARTNERS, 230 NASSAU STREET
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2014
(Street)

PRINCETON, NJ 08542
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 05/21/2014   M(1)   10,000 A $ 7.08 10,000 D  
Common Stock 05/21/2014   M(1)   10,000 A $ 14.74 20,000 D  
Common Stock 05/21/2014   M(1)   15,000 A $ 15.91 35,000 D  
Common Stock 05/21/2014   S(1)   22,792 D $ 52.954 (2) 12,208 D  
Common Stock 05/21/2014   S(1)   2,500 D $ 54.2142 (3) 9,708 D  
Common Stock 05/21/2014   S(1)   6,908 D $ 55.4684 (4) 2,800 D  
Common Stock 05/21/2014   S(1)   2,800 D $ 56.1929 (5) 0 D  
Common Stock               8,891 I By Managed Account (6)

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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) $ 7.08 05/21/2014   M(1)     10,000 06/08/2006 06/08/2015 Common Stock 10,000 $ 0 0 D  
Stock Option (Right to Buy) $ 14.74 05/21/2014   M(1)     10,000 06/01/2007 06/01/2016 Common Stock 10,000 $ 0 0 D  
Stock Option (Right to Buy) $ 15.91 05/21/2014   M(1)     15,000 06/01/2008 06/01/2017 Common Stock 15,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CLARKE JOHN K
C/O CARDINAL HEALTH PARTNERS
230 NASSAU STREET
PRINCETON, NJ 08542
  X      

Signatures

 /s/ Michael P. Mason, Attorney-in-Fact for John K. Clarke   05/23/2014
**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 sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 19, 2014.
(2) Sale prices ranged from from $52.50 to $53.48.
(3) Sale prices ranged from from $53.87 to $54.50.
(4) Sale prices ranged from from $54.94 to $55.92.
(5) Sale prices ranged from from $55.94 to $56.62.
(6) These shares are owned by CHP II, L.P. The reporting person is the Managing General Partner of CHP II Management LLC, the General Partner of CHP II L.P. The reporting person may be deemed to beneficially own the shares held by CHP II, L.P. although he disclaims beneficial ownership except to the extent of his proportionate pecuniary interest therein.

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