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 * Zaks Tal Zvi 2. Issuer Name and Ticker or Trading Symbol Moderna, Inc. [ MRNA ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Medical Officer
(Last)         (First)         (Middle)
C/O MODERNA, INC., 200 TECHNOLOGY SQUARE
3. Date of Earliest Transaction (MM/DD/YYYY)
5/3/2021
(Street)
CAMBRIDGE, MA 02139
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 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  5/3/2021    M(1)    5000  A $12.21  5000  D   
Common Stock  5/3/2021    S(1)    271  D $183.42 (2) 4729  D   
Common Stock  5/3/2021    S(1)    800  D $184.77 (3) 3929  D   
Common Stock  5/3/2021    S(1)    1089  D $186.04 (4) 2840  D   
Common Stock  5/3/2021    S(1)    1924  D $187.10 (5) 916  D   
Common Stock  5/3/2021    S(1)    916  D $188.00 (6) 0  D   

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
Stock Option (Right to Buy)  $12.21  5/3/2021    M (1)       5000    (7) 10/3/2027  Common Stock  5000  $0  141282  D   

Explanation of Responses:
(1)  The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on March 13, 2020.
(2)  The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $183.19 to $183.59. 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 $184.21 to $185.10. 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 $185.54 to $186.54 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 $186.65 to $187.61. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(6)  The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $187.69 to $188.68. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(7)  229,358 of the options will vest over 4 years (25% on the first anniversary of the grant date of October 3, 2017, then quarterly for the next 3 years). 137,614 of the options will vest over 5 years (25% on the second anniversary of the grant date of October 3, 2017, then quarterly for the next 3 years). 91,743 of the options will vest over 6 years (25% on the third anniversary of the grant date of October 3, 2017, then quarterly for the next 3 years).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Zaks Tal Zvi
C/O MODERNA, INC.
200 TECHNOLOGY SQUARE
CAMBRIDGE, MA 02139


Chief Medical Officer

Signatures
/s/ Brian Sandstrom, as Attorney-in-Fact 5/4/2021
**Signature of Reporting Person Date