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)

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)

$ 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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