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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
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                    _____ 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/YYYY)
5/18/2022
(Street)
CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  5/18/2022    S(1)    10000  D $138.38  2567209 (2) D   
Common Stock                 12882819 (3) I  By Flagship Ventures Fund IV, L.P. and Flagship Ventures Fund IV-Rx, L.P. (3)
Common Stock                 3924 (4) I  By Flagship Pioneering, Inc. (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  These sales were effected by the reporting person pursuant to a Rule 10b5-1 trading plan adopted on September 15, 2021, as amended on March 11, 2022.
(2)  Includes shares received in prior distributions-in-kind from Flagship VentureLabs IV LLC ("VentureLabs IV"), Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Flagship Fund Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx") and Flagship Fund IV General Partner LLC ("Flagship Fund IV GP") made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
(3)  10,801,059 shares are held directly by Flagship Fund IV (which reflects prior distributions-in-kind from VentureLabs IV) and 2,081,760 shares are held directly by Flagship Fund IV-Rx. Flagship Fund IV GP is the general partner of each of Flagship Fund IV and Flagship Fund IV-Rx. The reporting person is the sole manager of Flagship Fund IV GP and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4)  3,924 shares are held directly by Flagship Pioneering, Inc. ("Flagship Pioneering"). The reporting person is the CEO and sole stockholder of Flagship Pioneering and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AFEYAN NOUBAR
C/O FLAGSHIP PIONEERING, INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142
X



Signatures
Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D. 5/20/2022
**Signature of Reporting Person 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).
** 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 control number.
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