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 * Bancel Stephane 2. Issuer Name and Ticker or Trading Symbol Moderna, Inc. [ MRNA ] 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)
11/16/2022
(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  11/16/2022    M(1)    40000  A $.99  5451946  D   
Common Stock  11/16/2022    S(1)    13340  D $183.70 (2) 5438606  D   
Common Stock  11/16/2022    S(1)    3460  D $184.45 (3) 5435146  D   
Common Stock  11/16/2022    S(1)    23100  D $185.55 (4) 5412046  D   
Common Stock  11/16/2022    S(1)    100  D $186.12  5411946  D   
Common Stock  11/17/2022    M(1)    40000  A $.99  5451946  D   
Common Stock  11/17/2022    S(1)    5255  D $180.31 (5) 5446691  D   
Common Stock  11/17/2022    S(1)    11822  D $181.19 (6) 5434869  D   
Common Stock  11/17/2022    S(1)    6298  D $182.37 (7) 5428571  D   
Common Stock  11/17/2022    S(1)    12947  D $183.23 (8) 5415624  D   
Common Stock  11/17/2022    S(1)    3678  D $184.13 (9) 5411946  D   
Common Stock  11/17/2022    S(10)    10000  D $181.33  6624880  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)
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  11/16/2022    M (1)       40000    (13) 8/19/2023  Common Stock  40000  $0  2547155  D   
Stock Option (Right to Buy)  $.99  11/17/2022    M (1)       40000    (13) 8/19/2023  Common Stock  40000  $0  2507155  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 $183.02 to $184.00. 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 $184.03 to $185.03. 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 $185.10 to $186.10. 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 $179.69 to $180.68. 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 $180.71 to $181.70. 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 $181.74 to $182.74. 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 $182.75 to $183.75. 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 $183.80 to $184.44. Full information regarding the number of shares sold at each separate price can be furnished 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
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

Signatures
/s/ Brian Sandstrom, as Attorney-in-Fact 11/18/2022
**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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