Sec Form 4 Filing - AFEYAN NOUBAR @ Moderna, Inc. - 2018-12-11

FORM 4 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 AFEYAN NOUBAR 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) 12/11/2018 (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 12/11/2018 C 7,292,145 A 7,292,145 I By: Flagship Ventures Fund IV, LP ( 1 ) Common Stock 12/11/2018 C 1,823,036 A 1,823,036 I By: Flagship Ventures Fund IV-Rx, LP ( 2 ) Common Stock 12/11/2018 C 24,782,551 A 32,074,696 I By: Flagship Ventures Fund IV, LP ( 1 ) Common Stock 12/11/2018 C 6,195,632 A 8,018,668 I By: Flagship Ventures Fund IV-Rx, LP ( 2 ) Common Stock 12/11/2018 C 5,713,739 A 37,788,435 I By: Flagship Ventures Fund IV, LP ( 1 ) Common Stock 12/11/2018 C 1,428,432 A 9,447,100 I By: Flagship Ventures Fund IV-Rx, LP ( 2 ) Common Stock 12/11/2018 C 85,989 A 37,874,424 I By: Flagship Ventures Fund IV, LP ( 1 ) Common Stock 12/11/2018 C 21,496 A 9,468,596 I By: Flagship Ventures Fund IV-Rx, LP ( 2 ) Common Stock 11,460,435 I By: Flagship Venture Labs IV LLC ( 3 ) Common Stock 3,924 I By: Flagship Pioneering, Inc. ( 4 )

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 ( 5 ) 12/11/2018 C 7,292,145 ( 5 ) ( 5 ) Common Stock 7,292,145 ( 5 ) 0 I By: Flagship Ventures Fund IV, LP ( 1 ) Series A Preferred Stock ( 5 ) 12/11/2018 C 1,823,036 ( 5 ) ( 5 ) Common Stock 1,823,036 ( 5 ) 0 I By: Flagship Ventures Fund IV-Rx, LP ( 2 ) Series B Preferred Stock ( 6 ) 12/11/2018 C 24,782,551 ( 6 ) ( 6 ) Common Stock 24,782,551 ( 6 ) 0 I By: Flagship Ventures Fund IV, LP ( 1 ) Series B Preferred Stock ( 6 ) 12/11/2018 C 6,195,632 ( 6 ) ( 6 ) Common Stock 6,195,632 ( 6 ) 0 I By: Flagship Ventures Fund IV-Rx, LP ( 2 ) Series C Preferred Stock ( 7 ) 12/11/2018 C 5,713,739 ( 7 ) ( 7 ) Common Stock 5,713,739 ( 7 ) 0 I By: Flagship Ventures Fund IV, LP ( 1 ) Series C Preferred Stock ( 7 ) 12/11/2018 C 1,428,432 ( 7 ) ( 7 ) Common Stock 1,428,432 ( 7 ) 0 I By: Flagship Ventures Fund IV-Rx, LP ( 2 ) Series D Preferred Stock ( 8 ) 12/11/2018 C 85,989 ( 8 ) ( 8 ) Common Stock 85,989 ( 8 ) 0 I By: Flagship Ventures Fund IV, LP ( 1 ) Series D Preferred Stock ( 8 ) 12/11/2018 C 21,496 ( 8 ) ( 8 ) Common Stock 21,496 ( 8 ) 0 I By: Flagship Ventures Fund IV-Rx, LP ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AFEYAN NOUBAR 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA02142 X X Flagship Ventures Fund IV General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA02142 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 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 12/13/2018 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 12/13/2018 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 12/13/2018 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 12/13/2018 Signature of Reporting Person Date Flagship Ventures Fund IV-Rx, 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 12/13/2018 Signature of Reporting Person Date /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan 12/13/2018 Signature of Reporting Person Date /s/ Edwin M. Kania Jr., Edwin M. Kania Jr. 12/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). 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 Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. ( 2 )Shares held by Flagship Ventures Fund IV-Rx, L.P. ("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. ( 3 )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. ( 4 )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. ( 5 )The Series A Preferred Stock converted 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 on December 11, 2018. The Series A Preferred Stock had no expiration date. ( 6 )The Series B Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45457 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series B Preferred Stock had no expiration date. ( 7 )The Series C Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45853 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series C Preferred Stock had no expiration date. ( 8 )The Series D Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45854 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series D Preferred Stock had no expiration 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).

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