Statement of Changes in Beneficial Ownership (4)

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

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Vaishnaw Akshay	2. Issuer Name and Ticker or Trading Symbol ALNYLAM PHARMACEUTICALS, INC. [ ALNY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President, R&D
(Last)          (First)          (Middle) 675 WEST KENDALL STREET, HENRI A. TERMEER SQUARE	3. Date of Earliest Transaction (MM/DD/YYYY) 4/7/2020
(Street) CAMBRIDGE, MA 02142 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	4/7/2020		A(1)		5417	A	$0.0	16632	D
Common Stock	4/7/2020		F(2)		2415	D	$104.75	14217	D
Common Stock	4/7/2020		F(2)		98	D	$106.52	14119	D
Common Stock								515	I	by Managed Account (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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

Explanation of Responses:
(1)	On February 28, 2019, the reporting person was granted performance-based restricted stock units (PSU) in connection with the 2018 year-end compensation review. This PSU award vests in three equal installments upon the later of one year from the date of grant and the achievement of each of three specific clinical development, regulatory or commercial events. One third of the shares subject to release under the PSU award vested upon the filing by the Company of its fourth NDA with the FDA, as determined by the compensation committee of the Company effective April 7, 2020.
(2)	Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the PSU award agreement required to cover minimum statutory tax withholding obligations that became due upon the vesting event.
(3)	Reflects shares of ALNY common stock acquired by the reporting person under the ALNY 401(k) plan as a result of the ALNY 401(k) matching contribution program.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Vaishnaw Akshay 675 WEST KENDALL STREET HENRI A. TERMEER SQUARE CAMBRIDGE, MA 02142			President, R&D

Signatures
By: /s/ Mary Beth DeLena, Attorney-in-Fact For: Akshay K. Vaishnaw		4/9/2020
**Signature of Reporting Person		Date