Nabel Elizabeth G Form 3 Moderna / ELIZABETH G NABEL 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

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1. Name and Address of Reporting Person^*

NABEL ELIZABETH G

(Last) (First) (Middle)

C/O MODERNA, INC.

200 TECHNOLOGY SQUARE

(Street)

CAMBRIDGE MA 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)

X	Director	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)

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	30,665	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series G Preferred Stock	(1)	(1)	Common Stock	13,679	(1)	D
Stock Option (Right to Buy)	(2)	02/23/2026	Common Stock	12,376	10.9	D
Stock Option (Right to Buy)	(2)	08/10/2026	Common Stock	10,948	19.15	D
Stock Option (Right to Buy)	(2)	08/10/2026	Common Stock	8,376	19.15	D
Stock Option (Right to Buy)	(2)	02/23/2027	Common Stock	42,201	12.21	D
Stock Option (Right to Buy)	(3)	02/28/2028	Common Stock	40,307	14.22	D

Explanation of Responses:

1. Each share of Series G 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 0.45872. Upon the closing of the Issuer's initial public offering, all shares of Series G Preferred Stock will convert into shares of Common Stock of the Issuer. The Series G Preferred Stock has no expiration date.

2. This option is fully vested and exercisable.

3. This option will become fully vested and exercisable on February 28, 2019.

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).
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