UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Alnylam Pharmaceuticals, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
02043Q107
--------------------------------------------------------------------------------
(CUSIP Number)
DECEMBER 31, 2006
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which could
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 8 Pages
13G
CUSIP NO. 02043Q107
SCHEDULE 13G
Item 1(a). NAME OF ISSUER: Alnylam Pharmaceuticals, Inc. (the "Issuer").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 300 Third Street,
Cambridge, Massachusetts 02142.
Item 2(a). NAMES OF PERSONS FILING: ARCH Venture Fund V, L.P. ("ARCH Venture
Fund V"); ARCH V Entrepreneurs Fund, L.P. ("ARCH V Entrepreneurs Fund");
ARCH Venture Partners V, L.P. ("AVP V LP"); ARCH Venture Partners V, LLC
("AVP V LLC") (collectively, the "Reporting Entities" and individually,
each a "Reporting Entity"); and Steven Lazarus ("Lazarus"), Keith Crandell
("Crandell"), Robert Nelsen ("Nelsen") and Clinton Bybee ("Bybee")
(collectively, the "Managing Directors" and individually, each a "Managing
Director"). The Reporting Entities and the Managing Directors collectively
are referred to as the "Reporting Persons".
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 8725 W.
Higgins Road, Suite 290, Chicago, IL 60631.
Item 2(c). CITIZENSHIP: ARCH Venture Fund V, ARCH V Entrepreneurs Fund, and AVP
V LP are limited partnerships organized under the laws of the State of
Delaware. AVP V LLC is a limited liability company organized under the laws
of the State of Delaware. Each Managing Director is a US citizen.
Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value (the
"Common Stock").
Item 2(e). CUSIP NUMBER: 02043Q107
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS. 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON IS A:
Not applicable.
Item 4. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Each reporting person has ceased to own beneficially more than 5% of
the outstanding Common Stock of the Issuer.
Item 5. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
Page 2 of 8 Pages
13G
CUSIP NO. 02043Q107
SIGNATURES
------------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 13, 2007
ARCH VENTURE FUND V, L.P.
By: ARCH Venture Partners V, L.P.
its General Partner
By: ARCH Venture Partners V, LLC
its General Partner
By: *
---------------------------
Keith Crandell
Managing Director
ARCH V ENTREPRENEURS FUND, L.P.
By: ARCH Venture Partners V, L.P.
its General Partner
By: ARCH Venture Partners V, LLC
its General Partner
By: *
---------------------------
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS V, L.P.
By: ARCH Venture Partners V, LLC
its General Partner
By: *
---------------------------
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS V, LLC
By: *
---------------------------
Keith Crandell
Managing Director
*
-----------------------------------
Steven Lazarus
Page 3 of 8 Pages
13G
CUSIP NO. 02043Q107
*
-----------------------------------
Keith Crandell
*
-----------------------------------
Robert Nelsen
*
-----------------------------------
Clinton Bybee
* By: /s/ Mark McDonnell
------------------------
Mark McDonnell as
Attorney-in-Fact
------------------------------------------------------------------------------
This Schedule 13G was executed by Mark McDonnell pursuant to Powers of Attorney
attached hereto as EXHIBIT 2 and incorporated herein by reference.
Page 4 of 8 Pages
13G
CUSIP NO. 02043Q107
EXHIBIT 1
AGREEMENT
---------
Pursuant to Rule 13d-1-(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of stock of Alnylam Pharmaceuticals, Inc.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original.
Dated: February 13, 2007
ARCH VENTURE FUND V, L.P.
By: ARCH Venture Partners V, L.P.
its General Partner
By: ARCH Venture Partners V, LLC
its General Partner
By: *
---------------------------
Keith Crandell
Managing Director
ARCH V ENTREPRENEURS FUND, L.P.
By: ARCH Venture Partners V, L.P.
its General Partner
By: ARCH Venture Partners V, LLC
its General Partner
By: *
---------------------------
Keith Crandell
Managing Director
ARCH Venture Partners V, L.P.
By: ARCH Venture Partners V, LLC
Its General Partner
By: *
---------------------------
Keith Crandell
Managing Director
Page 5 of 8 Pages
13G
CUSIP NO. 02043Q107
ARCH VENTURE PARTNERS V, LLC
By: *
------------------------------
Keith Crandell
Managing Director
*
-----------------------------------
Steven Lazarus
*
-----------------------------------
Keith Crandell
*
-----------------------------------
Robert Nelsen
*
-----------------------------------
Clinton Bybee
* By: /s/ Mark McDonnell
-----------------------
Mark McDonnell as
Attorney-in-Fact
------------------------------------------------------------------------------
This Schedule 13G was executed by Mark McDonnell pursuant to Powers of Attorney
attached hereto as EXHIBIT 2 and incorporated herein by reference.
Page 6 of 8 Pages
13G
CUSIP NO. 98411C100
EXHIBIT 2
POWERS OF ATTORNEY
--------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Mark McDonnell his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to Sections 13 and 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the By-laws of the National Association of
Securities Dealers, Inc., granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing necessary, desirable or
appropriate, fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
8th day of June, 2004
ARCH VENTURE FUND V, L.P.
By: ARCH Venture Partners V, L.P.
its General Partner
By: ARCH Venture Partners V, LLC
its General Partner
By: /s/ Keith Crandell
---------------------------
Managing Director
ARCH V ENTREPRENEURS FUND, L.P.
By: ARCH Venture Partners V, L.P.
its General Partner
By: ARCH Venture Partners V, LLC
its General Partner
By: /s/ Keith Crandell
---------------------------
Managing Director
Page 7 of 8 Pages
13G
CUSIP NO. 98411C100
ARCH VENTURE PARTNERS V, L.P.
By: ARCH Venture Partners V, LLC
its General Partner
By: /s/ Keith Crandell
---------------------------
Managing Director
ARCH VENTURE PARTNERS V, LLC
By: /s/ Keith Crandell
----------------------
Managing Director
/s/ Steven Lazarus
-----------------------------------
Steven Lazarus
/s/ Keith Crandell
-----------------------------------
Keith Crandell
/s/ Robert Nelsen
-----------------------------------
Robert Nelsen
/s/ Clinton Bybee
-----------------------------------
Clinton Bybee
Page 8 of 8 Pages