SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Kim Lorence H.

(Last)

(First)

(Middle)

C/O MODERNA, INC.

200 TECHNOLOGY SQUARE

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2018

3. Issuer Name and Ticker or Trading Symbol
Moderna, Inc. [ MRNA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,146,869⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	458	⁽²⁾	D
Stock Option (Right to Buy)	⁽³⁾	02/23/2026	Common Stock	229,357	$10.9	D
Stock Option (Right to Buy)	⁽⁴⁾	08/10/2026	Common Stock	268,029	$19.15	D
Stock Option (Right to Buy)	⁽⁵⁾	08/10/2026	Common Stock	96,660	$19.15	D
Stock Option (Right to Buy)	⁽⁶⁾	08/10/2026	Common Stock	644,403	$19.15	D
Stock Option (Right to Buy)	⁽⁷⁾	02/23/2027	Common Stock	298,165	$12.21	D
Stock Option (Right to Buy)	⁽⁸⁾	02/28/2028	Common Stock	917,431	$14.22	D
Restricted Stock Units	⁽⁹⁾	05/04/2027	Common Stock	229,357	⁽⁹⁾	D
Restricted Stock Units	⁽¹⁰⁾	05/04/2027	Common Stock	229,358	⁽¹⁰⁾	D

Explanation of Responses:

1. Of the 1,146,869 shares reported in this column, (i) 40,954 shares are subject to a restricted stock grant dated August 10, 2016, which vests as follows: 25% of the Shares to vest on the first anniversary of the vest start date of April 9, 2015, and the remainder vests in 12 quarterly installments and (ii) 273,027 shares are subject to a restricted stock grant dated August 10, 2016, which vests as follows: 25% of the Shares to vest on the first anniversary of the vest start date of November 18, 2015, and the remainder vests in 12 quarterly installments.

2. Each share of Series E Preferred Stock is convertible into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45859. Upon the closing of the Issuer's initial public offering, all shares of Series E Preferred Stock will convert into shares of Common Stock of the Issuer. The Series E Preferred Stock has no expiration date.

3. 25% of this option vested and became exercisable on February 23, 2017, with the remainder vesting in 12 equal quarterly installments thereafter.

4. This option is fully vested and exercisable.

5. 25% of this option vested and became exercisable on April 9, 2016, with the remainder vesting in 12 equal quarterly installments thereafter.

6. 25% of this option vested and became exercisable on November 18, 2016, with the remainder vesting in 12 equal quarterly installments thereafter.

7. 25% of this option vested and became exercisable on February 22, 2018, with the remainder vesting in 12 equal quarterly installments thereafter.

8. 458,715 of the options will vest over 4 years (25% on February 27, 2019, then quarterly for the next 3 years), 229,358 of the options will vest over 5 years (25% on February 27, 2020, then quarterly for the next 3 years), 229,358 of the options will vest over 6 years (25% on February 27, 2021, then quarterly for the next 3 years).

9. These restricted stock units ("IPO RSUs") vest upon the consummation of the Issuer's initial public offering, subject to the Reporting Person's continuous employment with the Issuer through such date. The IPO RSUs will be settled on the date which is 360 days following the consummation of the Issuer's initial public offering.

10. These restricted stock units ("Service RSUs") vested 50% on November 18, 2017 and the remaining 50% vested in eight equal quarterly installments thereafter, generally subject to the named executive officer's continuous employment with the Company through each applicable vesting date. The Service RSUs will be settled as soon as practicable following each applicable vesting date (but in no event later than two and a half months following the end of the year in which any Service RSU vesting date occurs); provided, that with respect to Service RSUs that vest prior to the consummation of the Issuer's initial public offering, as well as during the 360 day period following the consummation of the Issuer's initial public offering, such Service RSUs will be settled on the date which is 360 days following the consummation of the Issuer's initial public offering (and at the same time as the IPO RSUs are settled).

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Jeffrey Cerio, as Attorney-in-Fact	12/07/2018
	** 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 5 (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.