Moderna : Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

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. 20549STATEMENT OF CHANGES IN 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

OMB APPROVAL OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5

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 _____ 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 (Month/Day/Year) (Street) CAMBRIDGE MA 02139 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	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	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Bancel Stephane C/O MODERNA, INC. 200 TECHNOLOGY SQUARE CAMBRIDGE, MA02139	X		Chief Executive Officer

Signatures

/s/ Brian Sandstrom, as Attorney-in-Fact	2022-07-01
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	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).
(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 $140.08 to $141.04. 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 $141.12 to $142.12. 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 $142.13 to $143.13. 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 $143.14 to $144.10. 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 $135.70 to $136.70. 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 $136.72 to $137.71. 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 $137.83 to $138.55. 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 $139.00 to $139.96. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(10)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $140.02 to $140.91. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(11)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $141.17 to $142.17. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(12)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $142.27 to $143.27. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(13)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $143.29 to $144.25. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(14)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $144.30 to $145.30. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(15)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $145.31 to $146.22. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(16)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $146.32 to $147.32. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.
(17)	This sale was effected pursuant to a Rule 10b5-1 trading plan adopted on December 18, 2018, as amended on September 16, 2019.
(18)	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.
(19)	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.
(20)	This option is fully vested and exercisable.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.