SEC Form 4 · accession 0000899243-18-030858
Moderna, Inc. · MRNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephane Bancel
Officer — Chief Executive Officer · Director
Period of report
Dec 11, 2018
Accepted (ET)
Dec 13, 2018 · 4:19 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001682852
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 11, 2018 | C | 4,557,591 | — | A | 7,951,668 | I | See Footnote |
| Common StockF3,F4 | Dec 11, 2018 | C | 7,744,542 | — | A | 7,744,542 | I | See Footnote |
| Common StockF5,F4 | Dec 11, 2018 | C | 1,428,427 | — | A | 9,172,969 | I | See Footnote |
| Common StockF6,F4 | Dec 11, 2018 | C | 53,823 | — | A | 9,226,792 | I | See Footnote |
| Common StockF7,F4 | Dec 11, 2018 | C | 18,591 | — | A | 9,245,383 | I | See Footnote |
| Common StockF8,F4 | Dec 11, 2018 | C | 4,587 | — | A | 9,249,970 | I | See Footnote |
| Common StockF9,F2 | Dec 11, 2018 | C | 22,935 | — | A | 7,974,603 | I | See Footnote |
| Common StockF10 | holding | — | — | — | 6,720,368 | D | ||
| Common StockF11 | holding | — | — | — | 916,834 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F2 | — | Dec 11, 2018 | C | 4,557,591 | D | — | — | Common Stock | 4,557,591 | 0 | I |
| Series B Preferred StockF3,F4 | — | Dec 11, 2018 | C | 7,744,542 | D | — | — | Common Stock | 7,744,542 | 0 | I |
| Series C Preferred StockF5,F4 | — | Dec 11, 2018 | C | 1,428,427 | D | — | — | Common Stock | 1,428,427 | 0 | I |
| Series D Preferred StockF6,F4 | — | Dec 11, 2018 | C | 53,823 | D | — | — | Common Stock | 53,823 | 0 | I |
| Series E Preferred StockF7,F4 | — | Dec 11, 2018 | C | 18,591 | D | — | — | Common Stock | 18,591 | 0 | I |
| Series F Preferred StockF8,F4 | — | Dec 11, 2018 | C | 4,587 | D | — | — | Common Stock | 4,587 | 0 | I |
| Series G Preferred StockF9,F2 | — | Dec 11, 2018 | C | 22,935 | D | — | — | Common Stock | 22,935 | 0 | I |
Explanation of responses
- F1The Series A Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45576 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series A Preferred Stock had no expiration date.
- F10Of the 6,720,368 shares reported in this column, 81,908 shares are subject to a restricted stock grant dated August 10, 2016, which vests as follows: 25% of the Shares to vest on the first anniversary of the vest start date of April 9, 2015, and the remainder vest in 12 quarterly installments.
- F11These shares are owned directly by a trust for the benefit of Mr. Bancel's family and of which the trustee is an independent institution. 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.
- F2These 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.
- F3The Series B Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45457 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series B Preferred Stock had no expiration date.
- F4These 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.
- F5The Series C Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45853 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series C Preferred Stock had no expiration date.
- F6The Series D Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45854 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series D Preferred Stock had no expiration date.
- F7The Series E Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45859 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series E Preferred Stock had no expiration date.
- F8The Series F Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45872 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series F Preferred Stock had no expiration date.
- F9The Series G Preferred Stock converted into Common Stock based on an applicable conversion ratio of 0.45872 upon the closing of the Issuer's initial public offering on December 11, 2018. The Series G Preferred Stock had no expiration date.