SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Bancel Stephane

(Last) (First) (Middle)
C/O MODERNA, INC.
200 TECHNOLOGY SQUARE

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2018
3. Issuer Name and Ticker or Trading Symbol
Moderna, Inc. [ MRNA ]
4. 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
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,720,368(1) D
Common Stock 3,394,077 I See Footnote(2)
Common Stock 916,834 I See Footnote(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (5) (5) Common Stock 4,557,591 (5) I See Footnote(2)
Series B Preferred Stock (6) (6) Common Stock 7,744,542 (6) I See Footnote(4)
Series C Preferred Stock (7) (7) Common Stock 1,428,427 (7) I See Footnote(4)
Series D Preferred Stock (8) (8) Common Stock 53,823 (8) I See Footnote(4)
Series E Preferred Stock (9) (9) Common Stock 18,591 (9) I See Footnote(4)
Series F Preferred Stock (10) (10) Common Stock 4,587 (10) I See Footnote(4)
Series G Preferred Stock (11) (11) Common Stock 22,935 (11) I See Footnote(2)
Stock Option (Right to Buy) (12) 08/19/2023 Common Stock 4,587,155 0.99 D
Stock Option (Right to Buy) (13) 02/23/2026 Common Stock 688,073 10.9 D
Stock Option (Right to Buy) (12) 08/10/2026 Common Stock 558,394 19.15 D
Stock Option (Right to Buy) (14) 08/10/2026 Common Stock 193,321 19.15 D
Stock Option (Right to Buy) (15) 02/23/2027 Common Stock 642,201 12.21 D
Stock Option (Right to Buy) (16) 02/28/2028 Common Stock 917,431 14.22 D
Stock Option (Right to Buy) (17) 12/06/2028 Common Stock 4,587,155 23 D
Explanation of Responses:
1. Of 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 vests in 12 quarterly installments.
2. 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.
3. These 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.
4. 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.
5. Each share of Series A Preferred Stock is convertible 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, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date.
6. Each share of Series B Preferred Stock is convertible into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45457. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date.
7. Each share of Series C Preferred Stock is convertible into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45853. Upon the closing of the Issuer's initial public offering, all shares of Series C Preferred Stock will convert into shares of Common Stock of the Issuer. The Series C Preferred Stock has no expiration date.
8. Each share of Series D Preferred Stock is convertible into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45854. Upon the closing of the Issuer's initial public offering, all shares of Series D Preferred Stock will convert into shares of Common Stock of the Issuer. The Series D Preferred Stock has no expiration date.
9. Each share of Series E Preferred Stock is convertible into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45859. Upon the closing of the Issuer's initial public offering, all shares of Series E Preferred Stock will convert into shares of Common Stock of the Issuer. The Series E Preferred Stock has no expiration date.
10. Each share of Series F Preferred Stock is convertible into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45872. Upon the closing of the Issuer's initial public offering, all shares of Series F Preferred Stock will convert into shares of Common Stock of the Issuer. The Series F Preferred Stock has no expiration date.
11. Each share of Series G Preferred Stock is convertible into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock") based on an applicable conversion ratio of 0.45872. Upon the closing of the Issuer's initial public offering, all shares of Series G Preferred Stock will convert into shares of Common Stock of the Issuer. The Series G Preferred Stock has no expiration date.
12. This option is fully vested and exercisable.
13. 25% of this option vested and became exercisable on February 23, 2017, with the remainder vesting in 12 equal quarterly installments thereafter.
14. 25% of this option vested and became exercisable on April 9, 2016, with the remainder vesting in 12 equal quarterly installments thereafter.
15. 25% of this option vested and became exercisable on February 22, 2018, with the remainder vesting in 12 equal quarterly installments thereafter.
16. This option vests in three tranches. The first tranche, consisting of 50% of the underlying shares, will vest as follows: 25% of this tranche will vest and become exercisable on February 28, 2019, and the remainder will vest and become exercisable in equal quarterly installments thereafter for the next three (3) years. The second tranche, consisting of 25% of the underlying shares, will vest as follows: 25% of this tranche will vest and become exercisable on the February 28, 2020, and the remainder will vest and become exercisable in equal quarterly installments thereafter for the next three (3) years. The third tranche, consisting of 25% of the underlying shares, will vest as follows: 25% of this tranche will vest and become exercisable on February 28, 2021, and the remainder will vest and become exercisable in equal quarterly installments thereafter for the next three (3) years.
17. This option vests in two tranches. The first tranche, consisting of 50% of the underlying shares, will vest and become exercisable on June 13, 2023. The second tranche, consisting of the remaining 50% of the underlying shares, will vest and become exercisable as follows: 25% of this tranche will vest and become exercisable on June 13, 2020 and the remainder will vest and become exercisable in equal quarterly installments thereafter for the next three (3) years.
Remarks:
Exhibit 24.1: Power of Attorney
/s/ Jeffrey Cerio, as Attorney-in-Fact 12/07/2018
** 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 5 (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.
                               POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Lori Henderson, Patricia Mets and Jeffrey Cerio, signing
singly, the undersigned's true and lawful attorney-in-fact to:

       (1) execute for and on behalf of the undersigned, in the undersigned's
           capacity as an officer and/or director of Moderna, Inc. (the
           "Company"), (i) Form ID, including any attached documents, to effect
           the assignment of codes to the undersigned to be used in the
           transmission of information to the United States Securities and
           Exchange Commission using the EDGAR System, (ii) Forms 3, 4 and 5,
           (iii) Schedule 13D, (iv) Schedule 13G and (v) amendments of each
           thereof, in accordance with Section 16(a) of the Securities Exchange
           Act of 1934, as amended, and the rules thereunder;

       (2) do and perform any and all acts for and on behalf of the undersigned
           which may be necessary or desirable to complete and execute any such
           Form 3, 4 or 5, Schedule 13D. Schedule 13G or any amendments thereto
           and timely file such form with the United States Securities and
           Exchange Commission and any stock exchange or similar authority; and

       (3) take any other action of any type whatsoever in connection with the
           foregoing which, in the opinion of such
 attorney-in-fact, may be of
           benefit to, in the best interest of, or legally required by, the
           undersigned, it being understood that the documents executed by such
           attorney-in-fact on behalf of the undersigned pursuant to this Power
           of Attorney shall be in such form and shall contain such terms and
           conditions as such attorney-in-fact may approve in such attorney-in-
           fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorney-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorney-in-fact.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney may be filed with the
United States Securities and Exchange Commission as a confirming statement of
the authority granted herein. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of the Company.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 6th day of December, 2018.


/s/ Stephane Bancel
-------------------------
Name: Stephane Bancel