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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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 *

Bancel Stephane
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
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O MODERNA, INC., 200 TECHNOLOGY SQUARE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2023
(Street)

CAMBRIDGE, MA 02139
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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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         9050372 I See Footnote (1)
Common Stock         6564880 I See Footnote (2)
Common Stock 5/17/2023  M(3)  40000 A$.99 5451946 D  
Common Stock 5/17/2023  S(3)  2333 D$123.22 (4)5449613 D  
Common Stock 5/17/2023  S(3)  9350 D$124.24 (5)5440263 D  
Common Stock 5/17/2023  S(3)  11547 D$125.34 (6)5428716 D  
Common Stock 5/17/2023  S(3)  16248 D$126.17 (7)5412468 D  
Common Stock 5/17/2023  S(3)  522 D$126.86 (8)5411946 D  
Common Stock 5/18/2023  M(3)  40000 A$.99 5451946 D  
Common Stock 5/18/2023  S(3)  28476 D$123.53 (9)5423470 D  
Common Stock 5/18/2023  S(3)  10653 D$124.31 (10)5412817 D  
Common Stock 5/18/2023  S(3)  871 D$125.24 (11)5411946 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $.99 5/17/2023  M (3)    40000   (12)8/19/2023 Common Stock 40000 $0 467155 D  
Stock Option (Right to Buy) $.99 5/18/2023  M (3)    40000   (12)8/19/2023 Common Stock 40000 $0 427155 D  

Explanation of Responses:
(1) These shares are owned directly by Boston Biotech Ventures, LLC ("Boston Biotech"). The reporting person is the majority equity unit holder and the sole managing member of Boston Biotech. The reporting person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(2) These shares are owned directly by OCHA LLC ("OCHA"). The reporting person is the majority equity unit holder and the sole managing member of OCHA. The reporting person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(3) The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on December 28, 2018, as last amended on March 15, 2022, and as further described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2022.
(4) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $122.62 to $123.62. 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 set forth in this footnote.
(5) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $123.68 to $124.68. 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 set forth in this footnote.
(6) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $124.78 to $125.78. 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 set forth in this footnote.
(7) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $125.79 to $126.78. 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 set forth in this footnote.
(8) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $126.82 to $126.92. 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 set forth in this footnote.
(9) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $123.00 to $124.00. 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 set forth in this footnote.
(10) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $124.01 to $125.01. 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 set forth in this footnote.
(11) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $125.03 to $125.36. 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 set forth in this footnote.
(12) This option is fully vested and exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Bancel Stephane
C/O MODERNA, INC.
200 TECHNOLOGY SQUARE
CAMBRIDGE, MA 02139
X
Chief Executive Officer

Signatures
/s/ James Dillon, as Attorney-in-Fact5/19/2023
**Signature of Reporting PersonDate


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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