Sec Form 3 Filing - MENDLEIN JOHN @ Moderna, Inc. - 2018-12-07

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MENDLEIN JOHN
2. Issuer Name and Ticker or Trading Symbol
Moderna, Inc. [ MRNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O MODERNA, INC., 200 TECHNOLOGY SQUARE
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2018
(Street)
CAMBRIDGE, MA02139
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 806,154 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 10.9 ( 1 ) 02/23/2026 Common Stock 23,853 D
Stock Option (Right to Buy) $ 19.15 ( 2 ) 08/10/2026 Common Stock 9,263 D
Stock Option (Right to Buy) $ 12.21 ( 3 ) 02/23/2027 Common Stock 42,201 D
Stock Option (Right to Buy) $ 14.22 ( 4 ) 02/28/2028 Common Stock 2,981,651 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MENDLEIN JOHN
C/O MODERNA, INC.
200 TECHNOLOGY SQUARE
CAMBRIDGE, MA02139
See Remarks
Signatures
/s/ Jeffrey Cerio, as Attorney-in-Fact 12/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option is fully vested and exercisable.
( 2 )This option is fully vested and exercisable.
( 3 )This option is fully vested and exercisable.
( 4 )1,834,863 options will vest over 4 years, with 25% vesting on January 2, 2019, and the remaining 75% vesting in equal calendar quarterly installments over the next three years; 688,073 options will vest over 5 years, with 25% vesting on January 2, 2020, and the remaining 75% vesting in equal calendar quarterly installments over the following three years; and 458,715 options will vest over 6 years, with 25% vesting on January 2, 2021, and the remaining 75% vesting in equal calendar quarterly installments over the following three years.

Remarks:
President, Corporate and Product StrategyExhibit 24.1: Power of Attorney

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