SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last)

(First)

(Middle)

C/O FLAGSHIP PIONEERING, INC.

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Moderna, Inc. [ MRNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2022		S⁽¹⁾		10,000	D	$130.74	2,229,673	D
Common Stock	05/12/2022		S		75,944⁽²⁾	D	$129.3882⁽²⁾	6,040,713⁽²⁾	I	By Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P.⁽³⁾
Common Stock	05/12/2022		S		41,182⁽⁴⁾	D	$130.0754⁽⁴⁾	5,999,531⁽⁴⁾	I	By Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P.⁽³⁾
Common Stock	05/12/2022		S		51,256⁽⁵⁾	D	$131.4476⁽⁵⁾	5,948,275⁽⁵⁾	I	By Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P.⁽³⁾
Common Stock	05/12/2022		S		31,618⁽⁶⁾	D	$132.2245⁽⁶⁾	5,916,657⁽⁶⁾	I	By Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P.⁽³⁾
Common Stock	05/13/2022		S		25,433⁽⁷⁾	D	$133.1059⁽⁷⁾	5,891,224⁽⁷⁾	I	By Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P.⁽³⁾
Common Stock	05/13/2022		S		24,567⁽⁸⁾	D	$134.0422⁽⁸⁾	5,866,657⁽⁸⁾	I	By Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P.⁽³⁾
Common Stock	05/13/2022		S		49,900⁽⁹⁾	D	$135.365⁽⁹⁾	5,816,757⁽⁹⁾	I	By Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P.⁽³⁾
Common Stock	05/13/2022		S		100⁽¹⁰⁾	D	$136	5,816,657⁽¹⁰⁾	I	By Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P.⁽³⁾
Common Stock								11,464,359⁽¹¹⁾	I	By Flagship VentureLabs IV LLC and Flagship Pioneering, Inc.⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These sales were effected by the reporting person pursuant to a Rule 10b5-1 trading plan adopted on September 15, 2021, as amended on March 11, 2022.

2. Represents (i) 63,512 shares sold by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV") and (ii) 12,432 shares sold by Flagship Ventures Fund IV-Rx, L.P. ("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 $129.00 to $129.93, 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. Following the reported transactions, 3,212,827 shares are held directly by Flagship Fund IV and 2,827,886 shares are held directly by Flagship Fund IV-Rx.

3. 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.

4. Represents (i) 34,589 shares sold by Flagship Fund IV and (ii) 6,593 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 $130.00 to $130.36, 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. Following the reported transactions, 3,178,238 shares are held directly by Flagship Fund IV and 2,821,293 shares are held directly by Flagship Fund IV-Rx.

5. Represents (i) 43,035 shares sold by Flagship Fund IV and (ii) 8,221 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 $131.00 to $131.99, 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. Following the reported transactions, 3,135,203 shares are held directly by Flagship Fund IV and 2,813,072 shares are held directly by Flagship Fund IV-Rx.

6. Represents (i) 26,546 shares sold by Flagship Fund IV and (ii) 5,072 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 $132.00 to $132.62, 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. Following the reported transactions, 3,108,657 shares are held directly by Flagship Fund IV and 2,808,000 shares are held directly by Flagship Fund IV-Rx.

7. Represents (i) 21,250 shares sold by Flagship Fund IV and (ii) 4,183 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 $133.00 to $133.70, 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. Following the reported transactions, 3,087,407 shares are held directly by Flagship Fund IV and 2,803,817 shares are held directly by Flagship Fund IV-Rx.

8. Represents (i) 20,621 shares sold by Flagship Fund IV and (ii) 3,946 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 $134.00 to $134.27, 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. Following the reported transactions, 3,066,786 shares are held directly by Flagship Fund IV and 2,799,871 shares are held directly by Flagship Fund IV-Rx.

9. Represents (i) 41,885 shares sold by Flagship Fund IV and (ii) 8,015 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 $135.00 to $135.98, 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. Following the reported transactions, 3,024,901 shares are held directly by Flagship Fund IV and 2,791,856 shares are held directly by Flagship Fund IV-Rx.

10. Represents (i) 84 shares sold by Flagship Fund IV and (ii) 16 shares sold by Flagship Fund IV-Rx. Following the reported transactions, 3,024,817 shares are held directly by Flagship Fund IV and 2,791,840 shares are held directly by Flagship Fund IV-Rx.

11. 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.

Remarks:

	Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D.	05/13/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.