Moderna, Inc. — Director's Dealing 2019

Dec 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moderna, Inc. (MRNA)
CIK: 0001682852
Period of Report: 2019-12-09

Reporting Person: Flagship Ventures Fund IV General Partner LLC (Director, 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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-09	Common Stock	J	6292342	—	Disposed	31582082	Indirect
2019-12-09	Common Stock	J	1207658	—	Disposed	8260938	Indirect
2019-12-09	Common Stock	J	1735720	—	Disposed	0	Indirect
2019-12-09	Common Stock	S	144423	$18.9942	Disposed	31437659	Indirect
2019-12-09	Common Stock	S	27714	$18.9943	Disposed	8233224	Indirect
2019-12-10	Common Stock	S	21325	$18.9586	Disposed	31416334	Indirect
2019-12-10	Common Stock	S	4092	$18.9586	Disposed	8229132	Indirect
2019-12-11	Common Stock	S	199935	$18.6548	Disposed	31216399	Indirect
2019-12-11	Common Stock	S	38366	$18.6548	Disposed	8190766	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11460435	Indirect
Common Stock	3924	Indirect
Common Stock	598847	Indirect

Footnotes

F1: On December 9, 2019, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV") and Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx") distributed to its limited partners and sole general partner, Flagship Ventures Fund IV General Partner, LLC ("Flagship Fund IV GP"), pro rata and without consideration, 6,292,342 shares and 1,207,658 shares, respectively, of the Issuer's common stock. Flagship Fund IV GP, in turn, distributed to its members, pro rata and without consideration, the 1,494,155 shares and 241,565 shares it received from Flagship Fund IV and Flagship Fund IV-Rx, respectively. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr., each a manager of Flagship Fund IV GP, each received 598,847 shares through Flagship Fund IV GP's distribution. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

F2: 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 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.

F3: Shares held by 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.

F4: Shares held by Flagship Fund IV GP. 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 Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.90 to $19.115, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.95 to $19.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.65 to $18.74, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F8: 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.

F9: Shares held by Pioneering. Noubar B. Afeyan, Ph.D. is the CEO and sole 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.

F10: Shares held by Noubar B. Afeyan, Ph.D. Each of the reporting persons except for Noubar B. Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.