SEC Form 4 · accession 0000899243-18-030859
Moderna, Inc. · MRNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Noubar Afeyan
Director · 10% Owner
Edwin M Kania Jr.
10% Owner
Flagship Pioneering Inc.
10% Owner
Flagship Ventures Fund IV, L.P.
10% Owner
Flagship Ventures Fund IV-Rx, L.P.
10% Owner
Flagship VentureLabs IV, LLC
10% Owner
Period of report
Dec 11, 2018
Accepted (ET)
Dec 13, 2018 · 4:20 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 StockF5,F1 | Dec 11, 2018 | C | 7,292,145 | — | A | 7,292,145 | I | By: Flagship Ventures Fund IV, LP |
| Common StockF5,F2 | Dec 11, 2018 | C | 1,823,036 | — | A | 1,823,036 | I | By: Flagship Ventures Fund IV-Rx, LP |
| Common StockF6,F1 | Dec 11, 2018 | C | 24,782,551 | — | A | 32,074,696 | I | By: Flagship Ventures Fund IV, LP |
| Common StockF6,F2 | Dec 11, 2018 | C | 6,195,632 | — | A | 8,018,668 | I | By: Flagship Ventures Fund IV-Rx, LP |
| Common StockF7,F1 | Dec 11, 2018 | C | 5,713,739 | — | A | 37,788,435 | I | By: Flagship Ventures Fund IV, LP |
| Common StockF7,F2 | Dec 11, 2018 | C | 1,428,432 | — | A | 9,447,100 | I | By: Flagship Ventures Fund IV-Rx, LP |
| Common StockF8,F1 | Dec 11, 2018 | C | 85,989 | — | A | 37,874,424 | I | By: Flagship Ventures Fund IV, LP |
| Common StockF8,F2 | Dec 11, 2018 | C | 21,496 | — | A | 9,468,596 | I | By: Flagship Ventures Fund IV-Rx, LP |
| Common StockF3 | holding | — | — | — | 11,460,435 | I | By: Flagship Venture Labs IV LLC | |
| Common StockF4 | holding | — | — | — | 3,924 | I | By: Flagship Pioneering, Inc. |
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 StockF5,F1 | — | Dec 11, 2018 | C | 7,292,145 | D | — | — | Common Stock | 7,292,145 | 0 | I |
| Series A Preferred StockF5,F2 | — | Dec 11, 2018 | C | 1,823,036 | D | — | — | Common Stock | 1,823,036 | 0 | I |
| Series B Preferred StockF6,F1 | — | Dec 11, 2018 | C | 24,782,551 | D | — | — | Common Stock | 24,782,551 | 0 | I |
| Series B Preferred StockF6,F2 | — | Dec 11, 2018 | C | 6,195,632 | D | — | — | Common Stock | 6,195,632 | 0 | I |
| Series C Preferred StockF7,F1 | — | Dec 11, 2018 | C | 5,713,739 | D | — | — | Common Stock | 5,713,739 | 0 | I |
| Series C Preferred StockF7,F2 | — | Dec 11, 2018 | C | 1,428,432 | D | — | — | Common Stock | 1,428,432 | 0 | I |
| Series D Preferred StockF8,F1 | — | Dec 11, 2018 | C | 85,989 | D | — | — | Common Stock | 85,989 | 0 | I |
| Series D Preferred StockF8,F2 | — | Dec 11, 2018 | C | 21,496 | D | — | — | Common Stock | 21,496 | 0 | I |
Explanation of responses
- F1Shares held by Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Pioneering"), he continues to serve as a manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F2Shares held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F3Shares held by Flagship VentureLabs IV LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship Fund IV GP. While Mr. Kania is retired from Pioneering he continues to serve as a manager of the Flagship Fund IV GP. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F4Securities held by Pioneering. Noubar B. Afeyan, Ph.D. is the CEO and a stockholder of Pioneering. Each of the reporting persons except for Pioneering disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F5The Series A Preferred Stock converted into shares of the Issuer's common stock, $0.0001 par value per share ("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.
- F6The 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.
- F7The 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.
- F8The 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.