Moderna, Inc. — Director's Dealing 2021

Apr 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moderna, Inc. (MRNA)
CIK: 0001682852
Period of Report: 2021-03-29

Reporting Person: AFEYAN NOUBAR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-29	Common Stock	S	284300	$122.5349	Disposed	12585162	Indirect
2021-03-29	Common Stock	S	639681	$123.4965	Disposed	11945481	Indirect
2021-03-29	Common Stock	S	251545	$124.4188	Disposed	11693936	Indirect
2021-03-29	Common Stock	S	116383	$125.3553	Disposed	11577553	Indirect
2021-03-29	Common Stock	S	82557	$126.3966	Disposed	11494996	Indirect
2021-03-29	Common Stock	S	46872	$127.4703	Disposed	11448124	Indirect
2021-03-29	Common Stock	S	123374	$128.7429	Disposed	11324750	Indirect
2021-03-29	Common Stock	S	83242	$129.5425	Disposed	11241508	Indirect
2021-03-29	Common Stock	S	6610	$130.5588	Disposed	11234898	Indirect
2021-03-29	Common Stock	S	558	$131.30	Disposed	11234340	Indirect
2021-03-30	Common Stock	S	883277	$118.0443	Disposed	10351063	Indirect
2021-03-30	Common Stock	S	611922	$118.9016	Disposed	9739141	Indirect
2021-03-30	Common Stock	S	344542	$119.8056	Disposed	9394599	Indirect
2021-03-30	Common Stock	S	225732	$120.7595	Disposed	9168867	Indirect
2021-03-30	Common Stock	S	14379	$121.7079	Disposed	9154488	Indirect
2021-03-30	Common Stock	S	31943	$123.0798	Disposed	9122545	Indirect
2021-03-30	Common Stock	S	1000	$123.44	Disposed	9121545	Indirect
2021-03-31	Common Stock	S	4888	$121.074	Disposed	9116657	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11464359	Indirect
Common Stock	2101703	Direct

Footnotes

F1: These sales were effected by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV") and Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx") pursuant to Rule 10b5-1 trading plans adopted on December 23, 2020 (the "Plans"). Following the reported transactions, there are no shares remaining to be sold under these Plans.

F2: Represents 238,812 shares sold by Flagship Fund IV and 45,488 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.03 to $123.02, 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.

F3: Shares held directly by Flagship Fund IV and Flagship Fund IV-Rx. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of each of Flagship Fund IV and Flagship Fund IV-Rx. The reporting person is the sole manager of Flagship Fund IV GP and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: Represents 537,331 shares sold by Flagship Fund IV and 102,350 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.03 to $124.02, 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: Represents 211,298 shares sold by Flagship Fund IV and 40,247 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.03 to $125.02, 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: Represents 97,762 shares sold by Flagship Fund IV and 18,621 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.03 to $126.01, 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: Represents 69,348 shares sold by Flagship Fund IV and 13,209 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.03 to $127.02, 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: Represents 39,372 shares sold by Flagship Fund IV and 7,500 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.04 to $128.01, 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.

F9: Represents 103,635 shares sold by Flagship Fund IV and 19,739 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.12 to $129.11, 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: Represents 69,923 shares sold by Flagship Fund IV and 13,319 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.12 to $130.07, 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: Represents 5,552 shares sold by Flagship Fund IV and 1,058 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.12 to $130.99, 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.

F12: Represents 469 shares sold by Flagship Fund IV and 89 shares sold by Flagship Fund IV-Rx.

F13: Represents 741,953 shares sold by Flagship Fund IV and 141,324 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.40 to $118.39, 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.

F14: Represents 514,014 shares sold by Flagship Fund IV and 97,908 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.40 to $119.39, 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.

F15: Represents 289,415 shares sold by Flagship Fund IV and 55,127 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.40 to $120.39, 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.

F16: Represents 189,615 shares sold by Flagship Fund IV and 36,117 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.40 to $121.39, 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.

F17: Represents 12,079 shares sold by Flagship Fund IV and 2,300 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.40 to $122.28, 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.

F18: Represents 26,832 shares sold by Flagship Fund IV and 5,111 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.40 to $123.30, 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.

F19: Represents 840 shares sold by Flagship Fund IV and 160 shares sold by Flagship Fund IV-Rx.

F20: Represents 4,106 shares sold by Flagship Fund IV and 782 shares sold by Flagship Fund IV-Rx. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.90 to $121.10, 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.

F21: Following the transactions reported herein, 5,791,562 shares are held directly by Flagship Fund IV and 3,325,095 shares are held directly by Flagship Fund IV-Rx.

F22: 11,460,435 shares are held directly by Flagship VentureLabs IV LLC ("VentureLabs IV") and 3,924 shares are held directly by Flagship Pioneering, Inc. ("Flagship Pioneering"). 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. The reporting person is the sole manager of Flagship Fund IV GP and CEO and sole stockholder of Flagship Pioneering and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.