Sec Form 3 Filing - Flagship Ventures Fund IV General Partner LLC @ 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 Flagship Ventures Fund IV General Partner LLC 2. Issuer Name and Ticker or Trading Symbol Moderna, Inc. [ MRNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 55 CAMBRIDGE PARKWAY, SUITE 800E 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2018 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11,460,435 I By: Flagship Venture Labs IV LLC ( 1 ) Common Stock 3,924 I By: Flagship Pioneering, Inc. ( 2 )

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 A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 7,292,145 I By: Flagship Ventures Fund IV, LP ( 4 ) Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 1,823,036 I By: Flagship Ventures Fund IV-Rx, LP ( 5 ) Series B Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 24,782,551 I By: Flagship Ventures Fund IV, LP ( 4 ) Series B Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 6,195,632 I By: Flagship Ventures Fund IV-Rx, LP ( 5 ) Series C Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 5,713,739 I By: Flagship Ventures Fund IV, LP ( 4 ) Series C Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 1,428,432 I By: Flagship Ventures Fund IV-Rx, LP ( 5 ) Series D Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 85,989 I By: Flagship Ventures Fund IV, LP ( 4 ) Series D Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 21,496 I By: Flagship Ventures Fund IV-Rx, LP ( 5 ) Stock Option (Right to Buy) $ 19.15 ( 9 ) 08/10/2026 Common Stock 9,263 I By: Flagship Pioneering, Inc. ( 2 ) Stock Option (Right to Buy) $ 10.9 ( 9 ) 08/10/2026 Common Stock 23,853 I By: Flagship Pioneering, Inc. ( 2 ) Stock Option (Right to Buy) $ 12.21 ( 10 ) 02/23/2027 Common Stock 42,201 D ( 12 ) Stock Option (Right to Buy) $ 14.22 ( 11 ) 02/28/2028 Common Stock 40,307 D ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flagship Ventures Fund IV General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA02142 X X Flagship Pioneering Inc. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA02142 X Flagship VentureLabs IV, LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA02142 X Flagship Ventures Fund IV, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA02142 X Flagship Ventures Fund IV-Rx, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA02142 X AFEYAN NOUBAR 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA02142 X X KANIA EDWIN M JR 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA02142 X Signatures Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 12/07/2018 Signature of Reporting Person Date Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 12/07/2018 Signature of Reporting Person Date Flagship VentureLabs IV LLC, By: Flagship Ventures Fund IV, L.P., its manager, By: Flagship Ventures Fund IV General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 12/07/2018 Signature of Reporting Person Date Flagship Ventures Fund IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 12/07/2018 Signature of Reporting Person Date Flagship VentureLabs IV-Rx Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager 12/07/2018 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Noubar B. Afeyan 12/07/2018 Signature of Reporting Person Date /s/ Edwin M. Kania Jr., Edwin M. Kania Jr. 12/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Ventures Fund IV, L.P. ("Flagship Fund IV") is a member of VentureLabs IV and also serves as its manager. Flagship Ventures Fund IV General Partner LLC ("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 VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. ( 2 )Securities held by Pioneering. Noubar B. Afeyan, Ph.D. is the CEO and a 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. ( 3 )Each share of Series A 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 0.45576. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date. ( 4 )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 Pioneering, he continues to serve as the 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. ( 5 )Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship IV-Rx. 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 the manager of 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. ( 6 )Each share of Series B Preferred Stock is convertible into shares of the Issuer's 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. ( 7 )Each share of Series C Preferred Stock is convertible into shares of the Issuer's Common Stock based on an applicable conversion ratio of 0.45853. Upon the closing of the Issuer's initial public offering, all shares of Series C Preferred Stock will convert into shares of Common Stock of the Issuer. The Series C Preferred Stock has no expiration date. ( 8 )Each share of Series D Preferred Stock is convertible into shares of the Issuer's Common Stock based on an applicable conversion ratio of 0.45854. Upon the closing of the Issuer's initial public offering, all shares of Series D Preferred Stock will convert into shares of Common Stock of the Issuer. The Series D Preferred Stock has no expiration date. ( 9 )This option is held by Pioneering and is fully vested and exercisable. Each of the reporting persons except for Pioneering disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. ( 10 )This option is fully vested and exercisable. Each of the reporting persons except for Mr. Afeyan disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. ( 11 )This option will become fully vested and exercisable on February 28, 2019. Each of the reporting persons except for Mr. Afeyan disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. ( 12 )This option is held by Noubar B. Afeyan, Ph.D. All other reporting persons disclaim beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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