Edwin M Kania JR Form 3 Moderna / NOUBAR AFEYAN ownership change

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^*

Flagship Ventures Fund IV General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(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)

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	11,460,435	I	By: Flagship Venture Labs IV LLC(1)
Common Stock	3,924	I	By: Flagship Pioneering, Inc.(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	(3)	Common Stock	7,292,145	(3)	I	By: Flagship Ventures Fund IV, LP(4)
Series A Preferred Stock	(3)	(3)	Common Stock	1,823,036	(3)	I	By: Flagship Ventures Fund IV-Rx, LP(5)
Series B Preferred Stock	(6)	(6)	Common Stock	24,782,551	(6)	I	By: Flagship Ventures Fund IV, LP(4)
Series B Preferred Stock	(6)	(6)	Common Stock	6,195,632	(6)	I	By: Flagship Ventures Fund IV-Rx, LP(5)
Series C Preferred Stock	(7)	(7)	Common Stock	5,713,739	(7)	I	By: Flagship Ventures Fund IV, LP(4)
Series C Preferred Stock	(7)	(7)	Common Stock	1,428,432	(7)	I	By: Flagship Ventures Fund IV-Rx, LP(5)
Series D Preferred Stock	(8)	(8)	Common Stock	85,989	(8)	I	By: Flagship Ventures Fund IV, LP(4)
Series D Preferred Stock	(8)	(8)	Common Stock	21,496	(8)	I	By: Flagship Ventures Fund IV-Rx, LP(5)
Stock Option (Right to Buy)	(9)	08/10/2026	Common Stock	9,263	19.15	I	By: Flagship Pioneering, Inc.(2)
Stock Option (Right to Buy)	(9)	08/10/2026	Common Stock	23,853	10.9	I	By: Flagship Pioneering, Inc.(2)
Stock Option (Right to Buy)	(10)	02/23/2027	Common Stock	42,201	12.21	D(12)
Stock Option (Right to Buy)	(11)	02/28/2028	Common Stock	40,307	14.22	D(12)

1. Name and Address of Reporting Person^*

Flagship Ventures Fund IV General Partner LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Inc.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship VentureLabs IV, LLC

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship Ventures Fund IV, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flagship Ventures Fund IV-Rx, L.P.

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KANIA EDWIN M JR

(Last) (First) (Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Ventures Fund IV, L.P. ("Flagship Fund IV") is a member of VentureLabs IV and also serves as its manager. Flagship Ventures Fund IV General Partner LLC ("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 VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

2. Securities held by Pioneering. Noubar B. Afeyan, Ph.D. is the CEO and a 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.

3. Each share of Series A 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 0.45576. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date.

4. 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 Pioneering, he continues to serve as the 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.

5. Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship IV-Rx. 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 the manager of 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.

6. Each share of Series B Preferred Stock is convertible into shares of the Issuer's Common Stock based on an applicable conversion ratio of 0.45457. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date.

7. Each share of Series C Preferred Stock is convertible into shares of the Issuer's Common Stock based on an applicable conversion ratio of 0.45853. Upon the closing of the Issuer's initial public offering, all shares of Series C Preferred Stock will convert into shares of Common Stock of the Issuer. The Series C Preferred Stock has no expiration date.

8. Each share of Series D Preferred Stock is convertible into shares of the Issuer's Common Stock based on an applicable conversion ratio of 0.45854. Upon the closing of the Issuer's initial public offering, all shares of Series D Preferred Stock will convert into shares of Common Stock of the Issuer. The Series D Preferred Stock has no expiration date.

9. This option is held by Pioneering and is fully vested and exercisable. Each of the reporting persons except for Pioneering disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

10. This option is fully vested and exercisable. Each of the reporting persons except for Mr. Afeyan disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

11. This option will become fully vested and exercisable on February 28, 2019. Each of the reporting persons except for Mr. Afeyan disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

12. This option is held by Noubar B. Afeyan, Ph.D. All other reporting persons disclaim beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

Remarks:

	Flagship Pioneering, Inc., By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	12/07/2018
	Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	12/07/2018
	Flagship VentureLabs IV LLC, By: Flagship Ventures Fund IV, L.P., its manager, By: Flagship Ventures Fund IV General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	12/07/2018
	Flagship Ventures Fund IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	12/07/2018
	Flagship VentureLabs IV-Rx Fund, L.P., By: Flagship Ventures Fund V General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Name: Noubar B. Afeyan, Ph.D., Title: Manager	12/07/2018
	/s/ Noubar B. Afeyan, Noubar B. Afeyan	12/07/2018
	/s/ Edwin M. Kania Jr., Edwin M. Kania Jr.	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.