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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Flagship Ventures Fund IV General Partner LLC 2. Issuer Name and Ticker or Trading Symbol Moderna, Inc. [ MRNA ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O FLAGSHIP PIONEERING, INC., 55 CAMBRIDGE PARKWAY, SUITE 800E
3. Date of Earliest Transaction (MM/DD/YYYY)
5/21/2020
(Street)
CAMBRIDGE, MA 02142
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock  5/21/2020    S    223314  D $65.7661 (1) 22603085  I  See Footnote (2)
Common Stock  5/21/2020    S    121771  D $67.1504 (3) 22481314  I  See Footnote (2)
Common Stock  5/21/2020    S    39082  D $68.8144 (4) 22442232  I  See Footnote (2)
Common Stock  5/21/2020    S    20492  D $70.4564 (5) 22421740  I  See Footnote (2)
Common Stock  5/21/2020    S    13408  D $71.5141 (6) 22408332  I  See Footnote (2)
Common Stock  5/21/2020    S    1933  D $72.4351 (7) 22406399  I  See Footnote (2)
Common Stock  5/21/2020    S    42540  D $65.7661 (1) 6538226  I  See Footnote (8)
Common Stock  5/21/2020    S    23199  D $67.1504 (3) 6515027  I  See Footnote (8)
Common Stock  5/21/2020    S    7443  D $68.8143 (4) 6507584  I  See Footnote (8)
Common Stock  5/21/2020    S    3900  D $70.4564 (5) 6503684  I  See Footnote (8)
Common Stock  5/21/2020    S    2551  D $71.5144 (6) 6501133  I  See Footnote (8)
Common Stock  5/21/2020    S    367  D $72.4355 (7) 6500766  I  See Footnote (8)
Common Stock  5/22/2020    S    363594  D $69.4465 (9) 22042805  I  See Footnote (2)
Common Stock  5/22/2020    S    56406  D $70.1761 (10) 21986399  I  See Footnote (2)
Common Stock  5/22/2020    S    69254  D $69.4465 (9) 6431512  I  See Footnote (8)
Common Stock  5/22/2020    S    10746  D $70.1762 (10) 6420766  I  See Footnote (8)
Common Stock                 11460435  I  See Footnote (11)
Common Stock                 3924  I  See Footnote (12)
Common Stock                 1389827  I  See Footnote (13)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.435 to $66.425, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(2)  Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partners LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole 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.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.00 to $67.39, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.50 to $69.08, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.76, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(6)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.96, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(7)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.22 to $72.77, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(8)  Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Noubar B. Afeyan, Ph.D. is the sole 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.
(9)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.10 to $70.095, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(10)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.10 to $70.39, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(11)  Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole 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.
(12)  Shares held by Flagship Pioneering, Inc. ("Pioneering"). Noubar B. Afeyan, Ph.D. is the CEO and sole 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.
(13)  Shares held by Noubar B. Afeyan, Ph.D. Each of the reporting persons except for Noubar B. Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Flagship Ventures Fund IV General Partner LLC
C/O FLAGSHIP PIONEERING, INC.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142
X X

Flagship Ventures Fund IV, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

X

Flagship Ventures Fund IV-Rx, L.P.
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142

X

AFEYAN NOUBAR
55 CAMBRIDGE PARKWAY, SUITE 800E
CAMBRIDGE, MA 02142
X X


Signatures
Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 5/26/2020
**Signature of Reporting Person Date
Flagship Ventures Fund IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager 5/26/2020
**Signature of Reporting Person Date
Flagship Ventures Fund IV-Rx, L.P., By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager 5/26/2020
**Signature of Reporting Person Date
Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D. 5/26/2020
**Signature of Reporting Person Date
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