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: Kim Lorence H. (Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1146869	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series E Preferred Stock	$		Common Stock (458)		Direct
Stock Option (Right to Buy)	$10.90	2026-02-23	Common Stock (229357)		Direct
Stock Option (Right to Buy)	$19.15	2026-08-10	Common Stock (268029)		Direct
Stock Option (Right to Buy)	$19.15	2026-08-10	Common Stock (96660)		Direct
Stock Option (Right to Buy)	$19.15	2026-08-10	Common Stock (644403)		Direct
Stock Option (Right to Buy)	$12.21	2027-02-23	Common Stock (298165)		Direct
Stock Option (Right to Buy)	$14.22	2028-02-28	Common Stock (917431)		Direct
Restricted Stock Units	$	2027-05-04	Common Stock (229357)		Direct
Restricted Stock Units	$	2027-05-04	Common Stock (229358)		Direct

Footnotes

F1: Of the 1,146,869 shares reported in this column, (i) 40,954 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 and (ii) 273,027 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 November 18, 2015, and the remainder vests in 12 quarterly installments.

F2: 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.

F3: 25% of this option vested and became exercisable on February 23, 2017, with the remainder vesting in 12 equal quarterly installments thereafter.

F4: This option is fully vested and exercisable.

F5: 25% of this option vested and became exercisable on April 9, 2016, with the remainder vesting in 12 equal quarterly installments thereafter.

F6: 25% of this option vested and became exercisable on November 18, 2016, with the remainder vesting in 12 equal quarterly installments thereafter.

F7: 25% of this option vested and became exercisable on February 22, 2018, with the remainder vesting in 12 equal quarterly installments thereafter.

F8: 458,715 of the options will vest over 4 years (25% on February 27, 2019, then quarterly for the next 3 years), 229,358 of the options will vest over 5 years (25% on February 27, 2020, then quarterly for the next 3 years), 229,358 of the options will vest over 6 years (25% on February 27, 2021, then quarterly for the next 3 years).

F9: These restricted stock units ("IPO RSUs") vest upon the consummation of the Issuer's initial public offering, subject to the Reporting Person's continuous employment with the Issuer through such date. The IPO RSUs will be settled on the date which is 360 days following the consummation of the Issuer's initial public offering.

F10: These restricted stock units ("Service RSUs") vested 50% on November 18, 2017 and the remaining 50% vested in eight equal quarterly installments thereafter, generally subject to the named executive officer's continuous employment with the Company through each applicable vesting date. The Service RSUs will be settled as soon as practicable following each applicable vesting date (but in no event later than two and a half months following the end of the year in which any Service RSU vesting date occurs); provided, that with respect to Service RSUs that vest prior to the consummation of the Issuer's initial public offering, as well as during the 360 day period following the consummation of the Issuer's initial public offering, such Service RSUs will be settled on the date which is 360 days following the consummation of the Issuer's initial public offering (and at the same time as the IPO RSUs are settled).