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: Bancel Stephane (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6720368	Direct
Common Stock	3394077	Indirect
Common Stock	916834	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (4557591)		Indirect
Series B Preferred Stock	$		Common Stock (7744542)		Indirect
Series C Preferred Stock	$		Common Stock (1428427)		Indirect
Series D Preferred Stock	$		Common Stock (53823)		Indirect
Series E Preferred Stock	$		Common Stock (18591)		Indirect
Series F Preferred Stock	$		Common Stock (4587)		Indirect
Series G Preferred Stock	$		Common Stock (22935)		Indirect
Stock Option (Right to Buy)	$0.99	2023-08-19	Common Stock (4587155)		Direct
Stock Option (Right to Buy)	$10.90	2026-02-23	Common Stock (688073)		Direct
Stock Option (Right to Buy)	$19.15	2026-08-10	Common Stock (558394)		Direct
Stock Option (Right to Buy)	$19.15	2026-08-10	Common Stock (193321)		Direct
Stock Option (Right to Buy)	$12.21	2027-02-23	Common Stock (642201)		Direct
Stock Option (Right to Buy)	$14.22	2028-02-28	Common Stock (917431)		Direct
Stock Option (Right to Buy)	$23.00	2028-12-06	Common Stock (4587155)		Direct

Footnotes

F1: Of the 6,720,368 shares reported in this column, 81,908 shares are subject to a restricted stock grant dated August 10, 2016, 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: These shares are owned directly by OCHA LLC ("OCHA"). The reporting person is the majority equity unit holder and the sole managing member of OCHA. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F3: These shares are owned directly by a trust for the benefit of Mr. Bancel's family and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F4: These shares are owned directly by Boston Biotech Ventures, LLC ("Boston Biotech"). The reporting person is the majority equity unit holder and the sole managing member of Boston Biotech. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F5: 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.

F6: Each share of Series B 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 0.45457. 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, $0.0001 par value per share ("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, $0.0001 par value per share ("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: 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.

F10: Each share of Series F 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 0.45872. Upon the closing of the Issuer's initial public offering, all shares of Series F Preferred Stock will convert into shares of Common Stock of the Issuer. The Series F Preferred Stock has no expiration date.

F11: Each share of Series G 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 0.45872. Upon the closing of the Issuer's initial public offering, all shares of Series G Preferred Stock will convert into shares of Common Stock of the Issuer. The Series G Preferred Stock has no expiration date.

F12: This option is fully vested and exercisable.

F13: 25% of this option vested and became exercisable on February 23, 2017, with the remainder vesting in 12 equal quarterly installments thereafter.

F14: 25% of this option vested and became exercisable on April 9, 2016, with the remainder vesting in 12 equal quarterly installments thereafter.

F15: 25% of this option vested and became exercisable on February 22, 2018, with the remainder vesting in 12 equal quarterly installments thereafter.

F16: This option vests in three tranches. The first tranche, consisting of 50% of the underlying shares, will vest as follows: 25% of this tranche will vest and become exercisable on February 28, 2019, and the remainder will vest and become exercisable in equal quarterly installments thereafter for the next three (3) years. The second tranche, consisting of 25% of the underlying shares, will vest as follows: 25% of this tranche will vest and become exercisable on the February 28, 2020, and the remainder will vest and become exercisable in equal quarterly installments thereafter for the next three (3) years. The third tranche, consisting of 25% of the underlying shares, will vest as follows: 25% of this tranche will vest and become exercisable on February 28, 2021, and the remainder will vest and become exercisable in equal quarterly installments thereafter for the next three (3) years.

F17: This option vests in two tranches. The first tranche, consisting of 50% of the underlying shares, will vest and become exercisable on June 13, 2023. The second tranche, consisting of the remaining 50% of the underlying shares, will vest and become exercisable as follows: 25% of this tranche will vest and become exercisable on June 13, 2020 and the remainder will vest and become exercisable in equal quarterly installments thereafter for the next three (3) years.