Abingworth Management LTD - 4 filing on 2004-06-07

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Abingworth Management LTD

(Last)

(First)

(Middle)

38 JERMYN STREET

(Street)

LONDON

SW1Y 6DN

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS INC [ ALNY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/03/2004		C		1,020,901	A	$0	1,045,748	I	See footnote⁽¹⁾
Common Stock	06/03/2004		C		623,196	A	$0	638,358	I	See footnote⁽²⁾
Common Stock	06/03/2004		C		373,299	A	$0	382,390	I	See footnote⁽³⁾
Common Stock	06/03/2004		C		162,688	A	$0	16,663	I	See footnote⁽⁴⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			502,000	⁽⁵⁾	⁽⁶⁾	Common Stock	264,210	$0	0	I	See footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			306,440	⁽⁵⁾	⁽⁶⁾	Common Stock	161,284	$0	0	I	See footnote⁽²⁾
Series A Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			183,560	⁽⁵⁾	⁽⁶⁾	Common Stock	96,610	$0	0	I	See footnote⁽³⁾
Series A Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			8,000	⁽⁵⁾	⁽⁶⁾	Common Stock	4,210	$0	0	I	See footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			1,385,520	⁽⁵⁾	⁽⁶⁾	Common Stock	729,221	$0	0	I	See footnote⁽¹⁾
Series B Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			845,774	⁽⁵⁾	⁽⁶⁾	Common Stock	445,144	$0	0	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			506,626	⁽⁵⁾	⁽⁶⁾	Common Stock	266,645	$0	0	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			22,080	⁽⁵⁾	⁽⁶⁾	Common Stock	11,621	$0	0	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			52,194	⁽⁵⁾	⁽⁶⁾	Common Stock	27,470	$0	0	I	See footnote⁽¹⁾
Series C Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			31,861	⁽⁵⁾	⁽⁶⁾	Common Stock	16,768	$0	0	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			19,085	⁽⁵⁾	⁽⁶⁾	Common Stock	10,044	$0	0	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁵⁾	06/03/2004		C			832	⁽⁵⁾	⁽⁶⁾	Common Stock	437	$0	0	I	See footnote⁽⁴⁾

Explanation of Responses:

1. These shares are owned directly by Abingworth BioVentures III A L.P., of which Abingworth Management Limited is the Manager.

2. These shares are owned directly by Abingworth BioVentures III B L.P., of which Abingworth Management Limited is the Manager.

3. These shares are owned directly by Abingworth BioVentures III C L.P., of which Abingworth Manager Limited is the Manager.

4. These shares are owned directly by Abingworth BioVentures III Executives L.P., of which Abingworth Management Limited is the Manager.

5. Each share of Series A, B and C Preferred Stock automatically converted into approximately 0.53 shares of common stock upon the closing of the issuer's initial public offering of common stock.

6. N/A

	Abingworth Management Limited	06/07/2004
	/s/ James Abell	06/07/2004
	** Signature of Reporting Person	Date
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