Statement of Changes in Beneficial Ownership (4)
October 28 2022 - 4:05PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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
*
Bancel Stephane |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O MODERNA, INC., 200 TECHNOLOGY SQUARE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/26/2022 |
(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 | 10/26/2022 | | M(1) | | 40000 | A | $.99 | 5451946 | D | |
Common Stock | 10/26/2022 | | S(1) | | 15683 | D | $141.34 (2) | 5436263 | D | |
Common Stock | 10/26/2022 | | S(1) | | 10121 | D | $142.21 (3) | 5426142 | D | |
Common Stock | 10/26/2022 | | S(1) | | 2978 | D | $143.23 (4) | 5423164 | D | |
Common Stock | 10/26/2022 | | S(1) | | 9815 | D | $144.13 (5) | 5413349 | D | |
Common Stock | 10/26/2022 | | S(1) | | 1403 | D | $145.01 (6) | 5411946 | D | |
Common Stock | 10/27/2022 | | M(1) | | 40000 | A | $.99 | 5451946 | D | |
Common Stock | 10/27/2022 | | S(1) | | 14748 | D | $143.05 (7) | 5437198 | D | |
Common Stock | 10/27/2022 | | S(1) | | 24252 | D | $143.90 (8) | 5412946 | D | |
Common Stock | 10/27/2022 | | S(1) | | 1000 | D | $144.96 (9) | 5411946 | D | |
Common Stock | 10/27/2022 | | S(10) | | 10000 | D | $143.38 | 6654880 | I | See Footnote (11) |
Common Stock | | | | | | | | 9050372 | I | See Footnote (12) |
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) | $.99 | 10/26/2022 | | M (1) | | | 40000 | (13) | 8/19/2023 | Common Stock | 40000 | $0 | 2787155 | D | |
Stock Option (Right to Buy) | $.99 | 10/27/2022 | | M (1) | | | 40000 | (13) | 8/19/2023 | Common Stock | 40000 | $0 | 2747155 | D | |
Explanation of Responses: |
(1) | The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on December 28, 2018, as last amended on March 15, 2022, and as further described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2022. |
(2) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $140.72 to $141.72. 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 $141.73 to $142.73. 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 $142.74 to $143.73. 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 $143.77 to $144.76. 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 $144.81 to $145.35. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request. |
(7) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $142.54 to $143.51. Full information regarding the number of shares sold at each separate price can befurnished 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 $143.55 to $144.53. Full information regarding the number of shares sold at each separate price can befurnished 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 $144.78 to $145.16. Full information regarding the number of shares sold at each separate price can befurnished to the SEC staff upon request. |
(10) | This sale was effected pursuant to a Rule 10b5-1 trading plan adopted on December 18, 2018, as amended on September 16, 2019. |
(11) | These shares are owned directly by OCHA LLC ("OCHA"). The reporting person is the majority equity unit holder and the sole managing member of OCHA. The reporting person disclaims Section 16 beneficial ownership of these
securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. |
(12) | These shares are owned directly by Boston Biotech Ventures, LLC ("Boston Biotech"). The reporting person is the majority equity unit holder and the sole managing member of Boston Biotech. The reporting person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. |
(13) | This option is fully vested and exercisable. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bancel Stephane C/O MODERNA, INC. 200 TECHNOLOGY SQUARE CAMBRIDGE, MA 02139 | X |
| Chief Executive Officer |
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Signatures
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/s/ Brian Sandstrom, as Attorney-in-Fact | | 10/28/2022 |
**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 4(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 control number. |
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