Moderna, Inc. — Director's Dealing 2020

May 12, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moderna, Inc. (MRNA)
CIK: 0001682852
Period of Report: 2020-05-08

Reporting Person: Bancel Stephane (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-08	Common Stock	S	900	$52.84	Disposed	617692	Indirect
2020-05-08	Common Stock	S	970	$54.11	Disposed	616722	Indirect
2020-05-08	Common Stock	S	2887	$55.04	Disposed	613835	Indirect
2020-05-08	Common Stock	S	849	$56.07	Disposed	612986	Indirect
2020-05-08	Common Stock	S	1200	$57.13	Disposed	611786	Indirect
2020-05-08	Common Stock	S	2131	$58.39	Disposed	609655	Indirect
2020-05-08	Common Stock	S	2109	$59.20	Disposed	607546	Indirect
2020-05-11	Common Stock	S	3376	$59.57	Disposed	6685053	Direct
2020-05-11	Common Stock	S	3376	$59.57	Disposed	9202903	Indirect
2020-05-11	Common Stock	S	6751	$59.57	Disposed	7893252	Indirect
2020-05-12	Common Stock	J	55568	—	Acquired	6740621	Direct

Footnotes

F1: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted on 12/28/2018.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $52.35 to $53.29. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

F3: These shares are owned directly by a trust for the benefit of Mr. Bancel's children and of which the trustee is an independent institution. The reporting person disclaims Section 16 beneficial ownership of these securities, 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.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $53.68 to $54.64. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

F5: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $54.71 to $55.41. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

F6: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $55.72 to $56.72. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

F7: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $56.75 to $57.75. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

F8: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $57.82 to $58.80. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

F9: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $58.84 to $59.69. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

F10: This sale was effected pursuant to a Rule 10b5-1 trading plan.

F11: 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.

F12: 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.

F13: Represents the receipt of shares by the reporting person pursuant to pro rata distributions-in-kind, without consideration, of shares of the Company's common stock effected on May 12, 2020 by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV") to the partners of Flagship Fund IV and by its general partner, Flagship Ventures Fund IV General Partner, LLC. 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.