Statement of Changes in Beneficial Ownership (4)
November 14 2022 - 05:00PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
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 * Andres Juan |
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)
See remarks |
(Last)
(First)
(Middle)
C/O MODERNA, INC., 200 TECHNOLOGY SQUARE |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/9/2022
|
(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 |
11/9/2022 |
|
M(1) |
|
435 |
A |
$0 |
12001 |
D |
|
Common Stock |
11/9/2022 |
|
M(2) |
|
2000 |
A |
$20.93 |
14001 |
D |
|
Common Stock |
11/9/2022 |
|
S(2) |
|
2000 |
D |
$162.50 |
12001 |
D |
|
Common Stock |
11/10/2022 |
|
S(3) |
|
192 |
D |
$165.5895 |
11809 |
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 |
Restricted Stock Units |
$0 |
11/9/2022 |
|
M (1) |
|
|
435 |
(4) |
(4) |
Common Stock |
435 |
$0 |
10413 |
D |
|
Stock Option (Right to Buy) |
$20.93 |
11/9/2022 |
|
M (2) |
|
|
2000 |
(5) |
3/8/2029 |
Common Stock |
2000 |
$0 |
217025 |
D |
|
Explanation of
Responses: |
(1) |
Restricted stock units
convert into common stock on a one-for-one basis. |
(2) |
The reported transaction was
effected pursuant to a Rule 10b5-1 trading plan adopted on November
19, 2021. |
(3) |
Represents the number of
shares required to be sold by the Reporting Person to cover tax
withholding obligations in connection with the vesting of RSUs.
These sales are mandated by the Issuer's election under its equity
incentive plans to require the satisfaction of a tax withholding
obligation to be funded by a "sell to cover" transaction and do not
represent discretionary trades by the Reporting Person. |
(4) |
50% of the shares subject to
this restricted stock unit award vested on February 28, 2022 with
the remainder vesting in eight (8) equal quarterly installments
thereafter. |
(5) |
25% of this option vested
and became exercisable on March 8, 2020 with the remainder vesting
in twelve (12) equal quarterly installments thereafter. |
Remarks:
Chief Technical Operations and Quality Officer |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Andres Juan
C/O MODERNA, INC.
200 TECHNOLOGY SQUARE
CAMBRIDGE, MA 02139 |
|
|
See remarks |
|
Signatures
|
/s/ Brian Sandstrom, as
Attorney-in-Fact |
|
11/14/2022 |
**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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