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Filing Details

Accession Number:: 0000899243-19-028975
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-12-11 19:38:35
Reporting Period:: 2019-12-09

Accepted Time:: 2019-12-11 19:38:35
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1682852	Moderna Inc.	MRNA	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1222012	Noubar Afeyan	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	Yes	No	Yes	No
1255927	Jr M Edwin Kania	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1503559	Flagship Ventures Fund Iv, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No
1508051	Flagship Ventures Fund Iv General Partner Llc	C/O Flagship Pioneering, Inc. 55 Cambridge Parkway, Suite 800E Cambridge MA 02142	Yes	No	Yes	No
1590973	Flagship Ventures Fund Iv-Rx, L.p.	55 Cambridge Parkway, Suite 800E Cambridge MA 02142	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2019-12-09	6,292,342	$0.00	31,582,082	No	4	J	Indirect	See Footnote
Common Stock	Disposition	2019-12-09	1,207,658	$0.00	8,260,938	No	4	J	Indirect	See Footnote
Common Stock	Disposition	2019-12-09	1,735,720	$0.00	0	No	4	J	Indirect	See Footnote
Common Stock	Disposition	2019-12-09	144,423	$18.99	31,437,659	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2019-12-09	27,714	$18.99	8,233,224	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2019-12-10	21,325	$18.96	31,416,334	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2019-12-10	4,092	$18.96	8,229,132	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2019-12-11	199,935	$18.65	31,216,399	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2019-12-11	38,366	$18.65	8,190,766	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	11,460,435	Indirect	See Footnote
Common Stock	3,924	Indirect	See Footnote
Common Stock	598,847	Indirect	See Footnote

Footnotes

On December 9, 2019, 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, 6,292,342 shares and 1,207,658 shares, respectively, of the Issuer's common stock. Flagship Fund IV GP, in turn, distributed to its members, pro rata and without consideration, the 1,494,155 shares and 241,565 shares it received from Flagship Fund IV and Flagship Fund IV-Rx, respectively. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr., each a manager of Flagship Fund IV GP, each received 598,847 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.
Shares held by Flagship Fund IV. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a 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.
Shares held by Flagship Fund IV-Rx. Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the 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.
Shares held by Flagship Fund IV GP. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Pioneering, he continues to serve as a 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.90 to $19.115, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.95 to $19.00, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.65 to $18.74, 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.
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. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the 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.
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.
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.