Moderna, Inc. — Director's Dealing 2018

Dec 7, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Moderna, Inc. (MRNA)
CIK: 0001682852
Period of Report: 2018-12-07

Reporting Person: Hoge Stephen (President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2096072	Direct
Common Stock	4116	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series E Preferred Stock	$		Common Stock (458)		Direct
Stock Option (Right to Buy)	$0.99	2023-08-19	Common Stock (917431)		Direct
Stock Option (Right to Buy)	$10.90	2026-02-23	Common Stock (366972)		Direct
Stock Option (Right to Buy)	$19.15	2026-08-10	Common Stock (223357)		Direct
Stock Option (Right to Buy)	$19.15	2026-08-10	Common Stock (96660)		Direct
Stock Option (Right to Buy)	$12.21	2027-02-23	Common Stock (458715)		Direct
Stock Option (Right to Buy)	$12.21	2027-10-03	Common Stock (1834862)		Direct
Stock Option (Right to Buy)	$14.22	2028-02-28	Common Stock (412844)		Direct

Footnotes

F1: Of the 2,092,076 shares reported in this column, 40,954 shares are subject to a restricted stock grant dated April 9, 2015, which vests as follows: 25% of the Shares to vest on the first anniversary of the vest start date of April 9, 2015, and the remainder vests in 12 quarterly installments.

F2: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F3: Each share of Series E Preferred Stock is convertible into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45859. Upon the closing of the Issuer's initial public offering, all shares of Series E Preferred Stock will convert into shares of Common Stock of the Issuer. The Series E Preferred Stock has no expiration date.

F4: This option is fully vested and exercisable.

F5: 25% of this option vested and became exercisable on February 23, 2017, with the remainder vesting in 12 equal quarterly installments thereafter.

F6: 25% of this option vested and became exercisable on April 24, 2015, with the remainder vesting in 12 equal quarterly installments thereafter

F7: 25% of this option vested and became exercisable on April 9, 2016, with the remainder vesting in 12 equal quarterly installments thereafter.

F8: 25% of this option vested and became exercisable on February 22, 2018, with the remainder vesting in 12 equal quarterly installments thereafter.

F9: 917,432 of the shares subject to the option vest over four years in accordance with the following schedule: 25% of such shares vest on the first anniversary of the grant date of October 3, 2017 and the remaining 75% of such shares vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer's continuous service relationship with the Company through each applicable vesting date. 458,715 of the shares subject to the option vest over five years in accordance with the following schedule: 25% of such shares vest on the second anniversary of the grant date of October 3, 2017 and the remaining 75% of such shares vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer's continuous service relationship with the Company through each applicable vesting date.

F10: (Continued from Footnote 9) 458,715 of the shares subject to the option vest over six years in accordance with the following schedule: 25% of such shares vest on the third anniversary of the grant date of October 3, 2017 and the remaining 75% of such shares vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer's continuous service relationship with the Company through each applicable vesting date.

F11: 25% of this option shall become vested and on February 27, 2019, with the remainder vesting in 12 equal quarterly installments thereafter.