Moderna, Inc. — Director's Dealing 2020

May 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moderna, Inc. (MRNA)
CIK: 0001682852
Period of Report: 2020-05-21

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-21	Common Stock	S	223314	$65.7661	Disposed	22603085	Indirect
2020-05-21	Common Stock	S	121771	$67.1504	Disposed	22481314	Indirect
2020-05-21	Common Stock	S	39082	$68.8144	Disposed	22442232	Indirect
2020-05-21	Common Stock	S	20492	$70.4564	Disposed	22421740	Indirect
2020-05-21	Common Stock	S	13408	$71.5141	Disposed	22408332	Indirect
2020-05-21	Common Stock	S	1933	$72.4351	Disposed	22406399	Indirect
2020-05-21	Common Stock	S	42540	$65.7661	Disposed	6538226	Indirect
2020-05-21	Common Stock	S	23199	$67.1504	Disposed	6515027	Indirect
2020-05-21	Common Stock	S	7443	$68.8143	Disposed	6507584	Indirect
2020-05-21	Common Stock	S	3900	$70.4564	Disposed	6503684	Indirect
2020-05-21	Common Stock	S	2551	$71.5144	Disposed	6501133	Indirect
2020-05-21	Common Stock	S	367	$72.4355	Disposed	6500766	Indirect
2020-05-22	Common Stock	S	363594	$69.4465	Disposed	22042805	Indirect
2020-05-22	Common Stock	S	56406	$70.1761	Disposed	21986399	Indirect
2020-05-22	Common Stock	S	69254	$69.4465	Disposed	6431512	Indirect
2020-05-22	Common Stock	S	10746	$70.1762	Disposed	6420766	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11460435	Indirect
Common Stock	3924	Indirect
Common Stock	1389827	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.435 to $66.425, 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.

F2: Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partners LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.00 to $67.39, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.50 to $69.08, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.76, 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 $71.00 to $71.96, 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 $72.22 to $72.77, 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 Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Noubar B. Afeyan, Ph.D. is the sole manager of 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.10 to $70.095, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.10 to $70.39, 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.

F11: 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. is the sole manager of 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.

F12: Shares held by Flagship Pioneering, Inc. ("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.

F13: 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.