Statement of Changes in Beneficial Ownership (4)
May 19 2020 - 5:05PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Kim Lorence H. |
2. Issuer Name and Ticker or Trading Symbol
Moderna, Inc.
[
MRNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O MODERNA, INC., 200 TECHNOLOGY SQUARE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2020 |
(Street)
CAMBRIDGE, MA 02139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/15/2020 | | S(1) | | 2600 | D | $63.80 (2) | 1219910 | D | |
Common Stock | 5/15/2020 | | S(1) | | 5442 | D | $64.96 (3) | 1214468 | D | |
Common Stock | 5/15/2020 | | S(1) | | 9715 | D | $66.05 (4) | 1204753 | D | |
Common Stock | 5/15/2020 | | S(1) | | 2243 | D | $66.68 (5) | 1202510 | D | |
Common Stock | 5/18/2020 | | M(6) | | 29022 | A | $14.22 | 1231532 | D | |
Common Stock | 5/18/2020 | | M(6) | | 211978 | A | $12.21 | 1443510 | D | |
Common Stock | 5/18/2020 | | S(6) | | 3768 | D | $76.45 (7) | 1439742 | D | |
Common Stock | 5/18/2020 | | S(6) | | 7640 | D | $77.48 (8) | 1432102 | D | |
Common Stock | 5/18/2020 | | S(6) | | 18675 | D | $79.40 (9) | 1413427 | D | |
Common Stock | 5/18/2020 | | S(6) | | 35569 | D | $80.24 (10) | 1377858 | D | |
Common Stock | 5/18/2020 | | S(6) | | 16736 | D | $81.43 (11) | 1361122 | D | |
Common Stock | 5/18/2020 | | S(6) | | 56379 | D | $82.28 (12) | 1304743 | D | |
Common Stock | 5/18/2020 | | S(6) | | 59175 | D | $83.33 (13) | 1245568 | D | |
Common Stock | 5/18/2020 | | S(6) | | 33792 | D | $84.27 (14) | 1211776 | D | |
Common Stock | 5/18/2020 | | S(6) | | 5868 | D | $85.16 (15) | 1205908 | D | |
Common Stock | 5/18/2020 | | S(6) | | 2600 | D | $86.54 (16) | 1203308 | D | |
Common Stock | 5/18/2020 | | S(6) | | 798 | D | $86.96 (17) | 1202510 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $14.22 | 5/18/2020 | | M (6) | | | 29022 | (18) | 2/28/2028 | Common Stock | 29022 | $0 | 888409 | D | |
Stock Option (Right to Buy) | $12.21 | 5/18/2020 | | M (6) | | | 211978 | (19) | 2/23/2027 | Common Stock | 211978 | $0 | 74544 | D | |
Explanation of Responses: |
(1) | This sale was effected pursuant to a Rule 10b5-1 trading plan. |
(2) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $63.27 to $64.22. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
(3) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $64.35 to $65.34. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
(4) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.39 to $66.38. 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 $66.42 to $67.00. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
(6) | The reported transaction was effected pursuant to a Rule 10b5-1 trading plan. |
(7) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $76.13 to $76.86. 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 $77.15 to $78.05. 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 $78.75 to $79.75. 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 $79.78 to $80.78. 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 $80.80 to $81.79 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 $81.82 to $82.82. 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 $82.83 to $83.83. 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 $83.84 to $84.80. 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 $84.85 to $85.85. 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 $85.86 to $86.81. 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 $86.90 to $87.00. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
(18) | 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). |
(19) | 25% of this option vested and became exercisable on February 22, 2018, with the remainder vesting in 12 equal quarterly installments thereafter. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kim Lorence H. C/O MODERNA, INC. 200 TECHNOLOGY SQUARE CAMBRIDGE, MA 02139 |
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| Chief Financial Officer |
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Signatures
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/s/ Lori Henderson, as Attorney-in-Fact | | 5/19/2020 |
**Signature of Reporting Person | Date |
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