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: Flagship Ventures Fund IV General Partner LLC (Director, 10% Owner)
Reporting Person: Flagship Pioneering Inc. (10% Owner)
Reporting Person: Flagship VentureLabs IV, LLC (10% Owner)
Reporting Person: Flagship Ventures Fund IV, L.P. (10% Owner)
Reporting Person: Flagship Ventures Fund IV-Rx, L.P. (10% Owner)
Reporting Person: AFEYAN NOUBAR (Director, 10% Owner)
Reporting Person: KANIA EDWIN M JR (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11460435	Indirect
Common Stock	3924	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (7292145)		Indirect
Series A Preferred Stock	$		Common Stock (1823036)		Indirect
Series B Preferred Stock	$		Common Stock (24782551)		Indirect
Series B Preferred Stock	$		Common Stock (6195632)		Indirect
Series C Preferred Stock	$		Common Stock (5713739)		Indirect
Series C Preferred Stock	$		Common Stock (1428432)		Indirect
Series D Preferred Stock	$		Common Stock (85989)		Indirect
Series D Preferred Stock	$		Common Stock (21496)		Indirect
Stock Option (Right to Buy)	$19.15	2026-08-10	Common Stock (9263)		Indirect
Stock Option (Right to Buy)	$10.90	2026-08-10	Common Stock (23853)		Indirect
Stock Option (Right to Buy)	$12.21	2027-02-23	Common Stock (42201)		Direct
Stock Option (Right to Buy)	$14.22	2028-02-28	Common Stock (40307)		Direct

Footnotes

F1: Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Ventures Fund IV, L.P. ("Flagship Fund IV") is a member of VentureLabs IV and also serves as its manager. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc., ("Pioneering") he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F2: Securities held by Pioneering. Noubar B. Afeyan, Ph.D. is the CEO and a stockholder of Pioneering. Each of the reporting persons except for Pioneering disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F3: Each share of Series A 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 0.45576. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date.

F4: Shares held by Flagship Fund IV. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Pioneering, he continues to serve as the manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F5: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship IV-Rx. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Pioneering, he continues to serve as the manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F6: Each share of Series B Preferred Stock is convertible into shares of the Issuer's Common Stock based on an applicable conversion ratio of 0.45457. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date.

F7: Each share of Series C Preferred Stock is convertible into shares of the Issuer's Common Stock based on an applicable conversion ratio of 0.45853. Upon the closing of the Issuer's initial public offering, all shares of Series C Preferred Stock will convert into shares of Common Stock of the Issuer. The Series C Preferred Stock has no expiration date.

F8: Each share of Series D Preferred Stock is convertible into shares of the Issuer's Common Stock based on an applicable conversion ratio of 0.45854. Upon the closing of the Issuer's initial public offering, all shares of Series D Preferred Stock will convert into shares of Common Stock of the Issuer. The Series D Preferred Stock has no expiration date.

F9: This option is held by Pioneering and is fully vested and exercisable. Each of the reporting persons except for Pioneering disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

F10: This option is fully vested and exercisable. Each of the reporting persons except for Mr. Afeyan disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

F11: This option will become fully vested and exercisable on February 28, 2019. Each of the reporting persons except for Mr. Afeyan disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

F12: This option is held by Noubar B. Afeyan, Ph.D. All other reporting persons disclaim beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.