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: 2021-02-24

Reporting Person: AFEYAN NOUBAR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-24	Common Stock	S	358528	$144.1696	Disposed	14264631	Indirect
2021-02-24	Common Stock	S	354358	$145.0415	Disposed	13910273	Indirect
2021-02-24	Common Stock	S	351112	$146.0539	Disposed	13559161	Indirect
2021-02-24	Common Stock	S	288656	$147.1688	Disposed	13270505	Indirect
2021-02-24	Common Stock	S	267038	$148.0086	Disposed	13003467	Indirect
2021-02-24	Common Stock	S	99005	$148.9093	Disposed	12904462	Indirect
2021-02-24	Common Stock	S	35000	$150.41	Disposed	12869462	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 301,164 shares sold by Flagship Fund IV and 57,364 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 $143.59 to $144.58, 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 297,660 shares sold by Flagship Fund IV and 56,698 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 $144.59 to $145.58, 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 294,934 shares sold by Flagship Fund IV and 56,178 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 $145.59 to $146.58, 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 242,471 shares sold by Flagship Fund IV and 46,185 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 $146.59 to $147.58, 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 224,312 shares sold by Flagship Fund IV and 42,726 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 $147.59 to $148.58, 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 83,164 shares sold by Flagship Fund IV and 15,841 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 $148.59 to $149.48, 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 29,400 shares sold by Flagship Fund IV and 5,600 shares sold by Flagship Fund IV-Rx.

F10: Following the transactions reported herein, 8,943,918 shares are held directly by Flagship Fund IV and 3,925,544 shares are held directly by Flagship Fund IV-Rx.

F11: 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.