SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
AFEYAN NOUBAR

(Last)(First)(Middle)
C/O FLAGSHIP PIONEERING
55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)
CAMBRIDGE MASSACHUSETTS 02142

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Moderna, Inc. [ MRNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026M(1)9,263A$19.1513,187IBy Flagship Pioneering, LLC(2)
Common Stock05/21/2026S9,263D$46.843,924IBy Flagship Pioneering, LLC(2)
Common Stock3,880,328IBy Flagship Ventures Fund IV, L.P.(3)
Common Stock747,897IBy Flagship Ventures Fund IV-Rx, L.P.(4)
Common Stock2,224,015D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$19.1505/21/2026M(1)9,263 (5)08/10/2026Common Stock9,263$0.000IBy Flagship Pioneering, LLC(2)
Explanation of Responses:
1. On May 21, 2026, Flagship Pioneering, LLC ("Flagship Pioneering") exercised options to purchase 9,263 shares of the Issuer's Common Stock at $19.15 per share, which options were set to expire on August 10, 2026.
2. The securities are held directly by Flagship Pioneering. Flagship Pioneering is contractually obligated to transfer and/or remit the proceeds of any sale of shares to Flagship Fund IV, L.P. ("Flagship Fund IV"). The reporting person is the ultimate control person of Flagship Pioneering and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3. The securities are held directly by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. The reporting person is the sole manager of Flagship Fund IV GP and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4. The securities are held directly 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. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
5. The options were fully vested and exercisable.
Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D.05/22/2026
** Signature of Reporting PersonDate
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 Number.
* Form 4: SEC 1474 (03-26)