SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bancel Stephane

(Last)

(First)

(Middle)

C/O MODERNA, INC.

200 TECHNOLOGY SQUARE

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/27/2020		S⁽¹⁾		10,000	D	$115	7,654,880	I	See Footnote⁽²⁾
Common Stock	11/27/2020		S⁽³⁾		600	D	$115.32⁽⁴⁾	297,658	I	See Footnote
Common Stock	11/27/2020		S⁽³⁾		1,140	D	$117.1⁽⁵⁾	296,518	I	See Footnote⁽⁶⁾
Common Stock	11/27/2020		S⁽³⁾		300	D	$118.09⁽⁷⁾	296,218	I	See Footnote
Common Stock	11/27/2020		S⁽³⁾		495	D	$119.69⁽⁸⁾	295,723	I	See Footnote⁽⁶⁾
Common Stock	11/27/2020		S⁽³⁾		800	D	$121.01⁽⁹⁾	294,923	I	See Footnote
Common Stock	11/27/2020		S⁽³⁾		1,926	D	$121.85⁽¹⁰⁾	292,997	I	See Footnote⁽⁶⁾
Common Stock	11/27/2020		S⁽³⁾		800	D	$122.89⁽¹¹⁾	292,197	I	See Footnote
Common Stock	11/27/2020		S⁽³⁾		500	D	$123.94⁽¹²⁾	291,697	I	See Footnote⁽⁶⁾
Common Stock	11/27/2020		S⁽³⁾		1,000	D	$125.23⁽¹³⁾	290,697	I	See Footnote
Common Stock	11/27/2020		S⁽³⁾		1,075	D	$126.38⁽¹⁴⁾	289,622	I	See Footnote⁽⁶⁾
Common Stock	11/27/2020		S⁽³⁾		810	D	$127.24⁽¹⁵⁾	288,812	I	See Footnote
Common Stock	11/27/2020		S⁽³⁾		1,000	D	$128.33⁽¹⁶⁾	287,812	I	See Footnote⁽⁶⁾
Common Stock	11/27/2020		S⁽³⁾		600	D	$129.34⁽¹⁷⁾	287,212	I	See Footnote
Common Stock								6,563,868	D
Common Stock								9,062,862	I	See Footnote⁽¹⁸⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted on December 18, 2018, as amended on May 21, 2020.

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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted on December 28, 2018.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $115.17 to $115.49. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.71 to $117.70. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

6. These shares are owned directly by a trust for the benefit of Mr. Bancel's children and of which the trustee is an independent institution. The reporting person disclaims Section 16 beneficial ownership of these securities, 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.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $117.87 to $118.50. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $119.31 to $120.18. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

9. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $120.32 to $121.22. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

10. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $121.40 to $122.34. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

11. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $122.45 to $123.40 Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

12. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $123.67 to $124.33. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

13. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $124.76 to $125.75. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

14. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $125.87 to $126.86. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

15. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $126.90 to $127.63. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

16. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $127.92 to $128.87. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

17. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $129.01 to $129.82. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

18. 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.

	/s/ Lori Henderson, as Attorney-in-Fact	12/01/2020
	** 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).
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