Moderna, Inc. — Director's Dealing 2021

Feb 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moderna, Inc. (MRNA)
CIK: 0001682852
Period of Report: 2021-02-22

Reporting Person: AFEYAN NOUBAR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-22	Common Stock	S	161887	$159.1794	Disposed	19245278	Indirect
2021-02-22	Common Stock	S	54409	$160.3709	Disposed	19190869	Indirect
2021-02-22	Common Stock	S	30808	$160.9585	Disposed	19160061	Indirect
2021-02-22	Common Stock	S	250501	$162.3628	Disposed	18909560	Indirect
2021-02-22	Common Stock	S	366471	$163.2527	Disposed	18543089	Indirect
2021-02-22	Common Stock	S	189200	$164.1346	Disposed	18353889	Indirect
2021-02-22	Common Stock	S	165578	$165.4687	Disposed	18188311	Indirect
2021-02-22	Common Stock	S	351578	$166.2968	Disposed	17837101	Indirect
2021-02-22	Common Stock	S	122715	$167.1006	Disposed	17714386	Indirect
2021-02-22	Common Stock	S	58377	$168.1117	Disposed	17656009	Indirect
2021-02-22	Common Stock	S	54274	$169.1401	Disposed	17601735	Indirect
2021-02-22	Common Stock	S	30968	$170.0278	Disposed	17570797	Indirect
2021-02-23	Common Stock	S	9985	$136.482	Disposed	17560812	Indirect
2021-02-23	Common Stock	S	122142	$137.2906	Disposed	17438670	Indirect
2021-02-23	Common Stock	S	46222	$138.5585	Disposed	17392448	Indirect
2021-02-23	Common Stock	S	56435	$139.6447	Disposed	17336013	Indirect
2021-02-23	Common Stock	S	102852	$140.236	Disposed	17233161	Indirect
2021-02-23	Common Stock	S	70631	$141.4573	Disposed	17162530	Indirect
2021-02-23	Common Stock	S	117011	$142.7605	Disposed	17045519	Indirect
2021-02-23	Common Stock	S	397126	$143.5744	Disposed	16648393	Indirect
2021-02-23	Common Stock	S	405551	$144.5529	Disposed	16242842	Indirect
2021-02-23	Common Stock	S	357316	$145.4803	Disposed	15885526	Indirect
2021-02-23	Common Stock	S	307795	$146.6369	Disposed	15577731	Indirect
2021-02-23	Common Stock	S	292483	$147.5729	Disposed	15285248	Indirect
2021-02-23	Common Stock	S	268688	$148.521	Disposed	15016560	Indirect
2021-02-23	Common Stock	S	179268	$149.626	Disposed	14837292	Indirect
2021-02-23	Common Stock	S	190710	$150.5137	Disposed	14646582	Indirect
2021-02-23	Common Stock	S	23423	$151.2851	Disposed	14623159	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.

F2: Represents 135,986 shares sold by Flagship Fund IV and 25,901 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 $158.65 to $159.61, 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 45,703 shares sold by Flagship Fund IV and 8,706 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 $159.65 to $160.64, 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 25,879 shares sold by Flagship Fund IV and 4,929 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 $160.65 to $161.54, 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 210,421 shares sold by Flagship Fund IV and 40,080 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 $161.79 to $162.78, 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 307,835 shares sold by Flagship Fund IV and 58,636 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 $162.79 to $163.78, 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 158,928 shares sold by Flagship Fund IV and 30,272 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 $163.79 to $164.78, 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 139,086 shares sold by Flagship Fund IV and 26,492 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 $164.79 to $165.78, 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 295,016 shares sold by Flagship Fund IV and 56,194 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 $165.79 to $166.78, 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 103,081 shares sold by Flagship Fund IV and 19,634 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 $166.79 to $167.78, 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 49,037 shares sold by Flagship Fund IV and 9,340 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 $167.79 to $168.75, 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.

F13: Represents 45,589 shares sold by Flagship Fund IV and 8,685 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 $168.80 to $169.79, 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 25,989 shares sold by Flagship Fund IV and 4,949 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 $169.85 to $170.35, 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 8,387 shares sold by Flagship Fund IV and 1,598 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 $136.01 to $137.00, 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.

F16: Represents 102,600 shares sold by Flagship Fund IV and 19,542 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 $137.01 to $137.96, 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.

F17: Represents 38,826 shares sold by Flagship Fund IV and 7,396 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 $138.03 to $139.01, 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.

F18: Represents 47,406 shares sold by Flagship Fund IV and 9,029 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 $139.05 to $140.04, 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 86,395 shares sold by Flagship Fund IV and 16,457 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 $140.05 to $140.92, 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.

F20: Represents 59,330 shares sold by Flagship Fund IV and 11,301 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 $141.06 to $142.05, 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: Represents 98,290 shares sold by Flagship Fund IV and 18,721 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 $142.06 to $143.05, 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.

F22: Represents 333,586 shares sold by Flagship Fund IV and 63,540 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 $143.06 to $144.05, 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.

F23: Represents 340,662 shares sold by Flagship Fund IV and 64,889 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 $144.06 to $145.05, 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.

F24: Represents 300,146 shares sold by Flagship Fund IV and 57,170 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 $145.06 to $146.05, 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.

F25: Represents 258,547 shares sold by Flagship Fund IV and 49,248 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 $146.07 to $147.06, 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.

F26: Represents 245,686 shares sold by Flagship Fund IV and 46,797 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 $147.07 to $148.06, 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.

F27: Represents 225,698 shares sold by Flagship Fund IV and 42,990 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 $148.07 to $149.06, 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.

F28: Represents 150,585 shares sold by Flagship Fund IV and 28,683 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 $149.07 to $150.06, 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.

F29: Represents 160,196 shares sold by Flagship Fund IV and 30,514 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 $150.08 to $151.07, 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.

F30: Represents 19,676 shares sold by Flagship Fund IV and 3,747 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 $151.08 to $151.64, 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.

F31: Following the transactions reported herein, 10,417,023 shares are held directly by Flagship Fund IV and 4,206,136 shares are held directly by Flagship Fund IV-Rx.

F32: 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.