Sec Form 4 Filing - Flagship Ventures Fund IV General Partner LLC @ Moderna, Inc. - 2019-12-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) C/O FLAGSHIP PIONEERING, INC., 55 CAMBRIDGE PARKWAY, SUITE 800E 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2019 (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 12/09/2019 J( 1 ) 6,292,342 D 31,582,082 I See Footnote ( 2 ) Common Stock 12/09/2019 J( 1 ) 1,207,658 D 8,260,938 I See Footnote ( 3 ) Common Stock 12/09/2019 J( 1 ) 1,735,720 D 0 I See Footnote ( 4 ) Common Stock 12/09/2019 S 144,423 D $ 18.9942 ( 5 ) 31,437,659 I See Footnote ( 2 ) Common Stock 12/09/2019 S 27,714 D $ 18.9943 ( 5 ) 8,233,224 I See Footnote ( 3 ) Common Stock 12/10/2019 S 21,325 D $ 18.9586 ( 6 ) 31,416,334 I See Footnote ( 2 ) Common Stock 12/10/2019 S 4,092 D $ 18.9586 ( 6 ) 8,229,132 I See Footnote ( 3 ) Common Stock 12/11/2019 S 199,935 D $ 18.6548 ( 7 ) 31,216,399 I See Footnote ( 2 ) Common Stock 12/11/2019 S 38,366 D $ 18.6548 ( 7 ) 8,190,766 I See Footnote ( 3 ) Common Stock 11,460,435 I See Footnote ( 8 ) Common Stock 3,924 I See Footnote ( 9 ) Common Stock 598,847 ( 1 ) I See Footnote ( 10 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flagship Ventures Fund IV General Partner LLC C/O FLAGSHIP PIONEERING, INC. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA02142 X 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 Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 12/11/2019 Signature of Reporting Person Date Flagship Ventures Fund IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager 12/11/2019 Signature of Reporting Person Date Flagship Ventures Fund IV-Rx, L.P., By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager 12/11/2019 Signature of Reporting Person Date Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D. 12/11/2019 Signature of Reporting Person Date Edwin M. Kania, Jr. By: /s/ Edwin M. Kania, Jr. 12/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 9, 2019, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV") and Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx") distributed to its limited partners and sole general partner, Flagship Ventures Fund IV General Partner, LLC ("Flagship Fund IV GP"), pro rata and without consideration, 6,292,34 2 shares and 1,207,658 shares, respectively, of the Issuer's common stock. Flagship Fund IV GP, in turn, distributed to its members, pro rata and without consideration, the 1,494,155 shares and 241,565 shares it received from Flagship Fund IV and Flagship Fund IV-Rx, respectively. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr., each a manager of Flagship Fund IV GP, each received 598,847 shares through Flagship Fund IV GP's distribution. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended. ( 2 )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 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. ( 3 )Shares held by 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. ( 4 )Shares held by Flagship Fund IV GP. 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 Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV GP disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.90 to $19.115, 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. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.95 to $19.00, 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. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.65 to $18.74, 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. ( 8 )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. ( 9 )Shares held by Pioneering. Noubar B. Afeyan, Ph.D. is the CEO and sole 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. ( 10 )Shares held by Noubar B. Afeyan, Ph.D. Each of the reporting persons except for Noubar B. Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Remarks: 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 Flagship Fund IV GP. Mr. Kania is a reporting person on this report solely to the extent of his Section 16 beneficial ownership in the Flagship transactions reported herein and files separate Section 16 reports in connection with his personal transactions in shares of the Issuer.

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.