Moderna, Inc. — Director's Dealing 2020

May 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moderna, Inc. (MRNA)
CIK: 0001682852
Period of Report: 2020-05-11

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
2020-05-11	Common Stock	J	8390000	—	Disposed	22826399	Indirect
2020-05-11	Common Stock	J	1610000	—	Disposed	6580766	Indirect
2020-05-11	Common Stock	J	2281179	—	Disposed	0	Indirect

Holdings (Non-Derivative)

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

Footnotes

F1: On May 11, 2020, 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, 8,390,000 shares and 1,610,000 shares, respectively, of the Issuer's common stock. Flagship Fund IV GP, in turn, distributed to its members, pro rata and without consideration, the 1,959,136 shares and 322,043 shares it received from Flagship Fund IV and Flagship Fund IV-Rx, respectively. Noubar B. Afeyan, Ph.D., sole manager of Flagship Fund IV GP, received 790,980 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. 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. Edwin M. Kania, Jr. is retired both from Flagship Pioneering, Inc. ("Pioneering") and as a manager of Flagship Fund IV GP.

F3: Shares held by 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.

F4: Shares held by Flagship Fund IV GP. Noubar B. Afeyan, Ph.D. is the sole 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: 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.

F6: 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.

F7: 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.