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: Bancel Stephane (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-11	Common Stock	C	4557591	—	Acquired	7951668	Indirect
2018-12-11	Common Stock	C	7744542	—	Acquired	7744542	Indirect
2018-12-11	Common Stock	C	1428427	—	Acquired	9172969	Indirect
2018-12-11	Common Stock	C	53823	—	Acquired	9226792	Indirect
2018-12-11	Common Stock	C	18591	—	Acquired	9245383	Indirect
2018-12-11	Common Stock	C	4587	—	Acquired	9249970	Indirect
2018-12-11	Common Stock	C	22935	—	Acquired	7974603	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-11	Series A Preferred Stock	$	C	4557591	Disposed		Common Stock (4557591)	Indirect
2018-12-11	Series B Preferred Stock	$	C	7744542	Disposed		Common Stock (7744542)	Indirect
2018-12-11	Series C Preferred Stock	$	C	1428427	Disposed		Common Stock (1428427)	Indirect
2018-12-11	Series D Preferred Stock	$	C	53823	Disposed		Common Stock (53823)	Indirect
2018-12-11	Series E Preferred Stock	$	C	18591	Disposed		Common Stock (18591)	Indirect
2018-12-11	Series F Preferred Stock	$	C	4587	Disposed		Common Stock (4587)	Indirect
2018-12-11	Series G Preferred Stock	$	C	22935	Disposed		Common Stock (22935)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6720368	Direct
Common Stock	916834	Indirect

Footnotes

F1: The Series A Preferred Stock converted into 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.

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: 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.

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: 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.

F6: 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.

F7: The Series E Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45859 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series E Preferred Stock had no expiration date.

F8: The Series F Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45872 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series F Preferred Stock had no expiration date.

F9: The Series G Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45872 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series G Preferred Stock had no expiration date.

F10: 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 vest in 12 quarterly installments.

F11: 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.