Moderna, Inc. — Director's Dealing 2018

Dec 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moderna, Inc. (MRNA)
CIK: 0001682852
Period of Report: 2018-12-11

Reporting Person: AFEYAN NOUBAR (Director, 10% Owner)
Reporting Person: Flagship Ventures Fund IV General Partner LLC (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: KANIA EDWIN M JR (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-11	Common Stock	C	7292145	—	Acquired	7292145	Indirect
2018-12-11	Common Stock	C	1823036	—	Acquired	1823036	Indirect
2018-12-11	Common Stock	C	24782551	—	Acquired	32074696	Indirect
2018-12-11	Common Stock	C	6195632	—	Acquired	8018668	Indirect
2018-12-11	Common Stock	C	5713739	—	Acquired	37788435	Indirect
2018-12-11	Common Stock	C	1428432	—	Acquired	9447100	Indirect
2018-12-11	Common Stock	C	85989	—	Acquired	37874424	Indirect
2018-12-11	Common Stock	C	21496	—	Acquired	9468596	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-11	Series A Preferred Stock	$	C	7292145	Disposed		Common Stock (7292145)	Indirect
2018-12-11	Series A Preferred Stock	$	C	1823036	Disposed		Common Stock (1823036)	Indirect
2018-12-11	Series B Preferred Stock	$	C	24782551	Disposed		Common Stock (24782551)	Indirect
2018-12-11	Series B Preferred Stock	$	C	6195632	Disposed		Common Stock (6195632)	Indirect
2018-12-11	Series C Preferred Stock	$	C	5713739	Disposed		Common Stock (5713739)	Indirect
2018-12-11	Series C Preferred Stock	$	C	1428432	Disposed		Common Stock (1428432)	Indirect
2018-12-11	Series D Preferred Stock	$	C	85989	Disposed		Common Stock (85989)	Indirect
2018-12-11	Series D Preferred Stock	$	C	21496	Disposed		Common Stock (21496)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11460435	Indirect
Common Stock	3924	Indirect

Footnotes

F1: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). 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 Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F2: Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the 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.

F3: Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. 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 a manager of the 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.

F4: 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.

F5: The Series A Preferred Stock converted 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 on December 11, 2018. The Series A Preferred Stock had no expiration date.

F6: The Series B Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45457 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series B Preferred Stock had no expiration date.

F7: The Series C Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45853 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series C Preferred Stock had no expiration date.

F8: The Series D Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45854 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series D Preferred Stock had no expiration date.