ALNY Form 4: Ausiello option exercises and multiple sales via 10b5-1 plan
Rhea-AI Filing Summary
Dennis A. Ausiello, a director of Alnylam Pharmaceuticals, executed multiple equity transactions on 08/14/2025 under a Rule 10b5-1(c) trading plan adopted May 15, 2025. The Form 4 reports exercises of stock options (codes M(1)) for option blocks of 9,000; 5,153; 4,581; 5,228; 4,032; and 3,454 shares at exercise prices ranging from $72.01 to $189.87 per share, each creating corresponding shares of common stock. The filing also shows open-market sales (codes S(1)) of multiple share blocks at weighted-average prices reported in ranges between $430.39 and $443.10 per share. After the reported transactions, the reporting person’s beneficial ownership counts are shown on individual lines (for example, 9,911; 15,064; 19,645; 24,873; 28,905; 32,359; then decreasing after sales to 911). Additionally, 3,500 shares are reported as indirectly owned by a trust for which the reporting person's spouse is trustee. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Ausiello on 08/15/2025.
Positive
- Transactions were executed under a Rule 10b5-1(c) trading plan, providing pre-established timing and an affirmative defense for the trades
- Full disclosure of option vesting dates, exercise prices, and weighted-average sale price ranges enhances transparency
- Indirect holdings are disclosed (3,500 shares held in a trust with spouse as trustee), meeting governance disclosure norms
Negative
- Significant insider sales across multiple blocks at prices roughly between $430 and $443 per share, which reduce reported direct holdings
- Large option exercises followed by sales could be interpreted as insiders realizing gains rather than long-term accumulation
Insights
TL;DR: Routine option exercises and systematic sales under a 10b5-1 plan; primarily liquidity events, not an unexpected disclosure.
The filing documents contemporaneous exercises of multiple vested stock options followed by systematic sales executed under a Rule 10b5-1(c) plan adopted May 15, 2025. Exercises span option grants with strike prices from $72.01 to $189.87 and result in newly issued common shares; subsequent sales occurred across several price bands between ~$430 and ~$443, using weighted-average pricing disclosures. For investors, this represents insider liquidity managed via a pre-established plan rather than ad-hoc market timing. The presence of an attorney-in-fact signature is procedural. No new material corporate developments, financings, or governance changes are disclosed.
TL;DR: Disclosure aligns with standard governance practices; 10b5-1 adoption provides affirmative defense for trading timing.
The report clearly states the transactions were made pursuant to a Rule 10b5-1(c) plan adopted May 15, 2025, which is an accepted governance mechanism to mitigate insider trading concerns. The Form 4 identifies direct and indirect holdings and notes a trust holding 3,500 shares with the spouse as trustee, satisfying disclosure of potential indirect ownership. From a compliance standpoint, the filing appears complete: transaction codes, exercise details, weighted-average sales prices ranges and vesting dates for options are provided. No governance irregularities or unexplained transfers are apparent in this filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (right to buy) | 9,000 | $0.00 | -- |
| Exercise | Stock Option (right to buy) | 5,153 | $0.00 | -- |
| Exercise | Stock Option (right to buy) | 4,581 | $0.00 | -- |
| Exercise | Stock Option (right to buy) | 5,228 | $0.00 | -- |
| Exercise | Stock Option (right to buy) | 4,032 | $0.00 | -- |
| Exercise | Stock Option (right to buy) | 3,454 | $0.00 | -- |
| Exercise | Common Stock | 9,000 | $72.01 | $648K |
| Exercise | Common Stock | 5,153 | $128.31 | $661K |
| Exercise | Common Stock | 4,581 | $148.77 | $682K |
| Exercise | Common Stock | 5,228 | $151.22 | $791K |
| Exercise | Common Stock | 4,032 | $171.95 | $693K |
| Exercise | Common Stock | 3,454 | $189.87 | $656K |
| Sale | Common Stock | 1,985 | $430.81 | $855K |
| Sale | Common Stock | 1,938 | $432.94 | $839K |
| Sale | Common Stock | 2,098 | $434.50 | $912K |
| Sale | Common Stock | 7,675 | $435.40 | $3.34M |
| Sale | Common Stock | 5,358 | $436.00 | $2.34M |
| Sale | Common Stock | 1,922 | $437.56 | $841K |
| Sale | Common Stock | 2,086 | $438.34 | $914K |
| Sale | Common Stock | 5,302 | $439.27 | $2.33M |
| Sale | Common Stock | 1,238 | $440.54 | $545K |
| Sale | Common Stock | 1,205 | $441.88 | $532K |
| Sale | Common Stock | 641 | $442.66 | $284K |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- All transactions reported on this Form 4 were made pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on May 15, 2025. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $430.39 to $431.24. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $432.10 to $433.06. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $433.59 to $434.56. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $434.69 to $435.66. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $435.79 to $436.35 The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $436.84 to $437.83 The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $437.85 to $438.71 The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $438.91 to $439.89 The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $440.24 to $440.93 The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $441.41 to $442.11 The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $442.44 to $443.10 The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The shares of ALNY common stock are held in a trust, of which the reporting person's spouse is the trustee. The stock option was fully vested as of July 1, 2020. The stock option was fully vested as of May 18, 2023. The stock option was fully vested as of July 1, 2021. The stock option was fully vested as of May 16, 2025. The stock option was fully vested as of July 15, 2022. The stock option was fully vested as of May 18, 2024.
