Sec Form 3 Filing - SAGAN PAUL @ Moderna, Inc. - 2018-12-07

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 SAGAN PAUL 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) (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 17,201 I ( 1 ) By: Erwin Park LLC Common Stock 76,452 I ( 1 ) By: The Chatham Trust

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 Series B Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 367,776 ( 1 ) I By: The Paul Sagan Revocable Trust Stock Option (Right to Buy) $ 14.85 ( 3 ) 06/26/2028 Common Stock 36,759 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAGAN PAUL C/O MODERNA, INC. 200 TECHNOLOGY SQUARE CAMBRIDGE, MA02139 X Signatures /s/ Jeffrey Cerio, as Attorney-in-Fact 12/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Erwin Park LLC is an estate planning vehicle for the Reporting Person's family. The Chatham Trust is an irrevocable family trust for which the Reporting Person serves as a trustee. The Paul Sagan Revocable Trust is a revocable trust for which the Reporting Person serves as a trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 2 )Each share of Series B Preferred Stock is convertible into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45457. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date. ( 3 )This option will be fully vested and exercisable on June 13, 2019.

Remarks: Exhibit 24.1: Power of Attorney

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).

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