Sec Form 13G Filing - ASTRAZENECA PLC filing for MODERNA INC (MRNA) - 2021-02-10

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Moderna, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

60770K107

(CUSIP Number)

 

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 60770K107
	1.	Name of Reporting Person AstraZeneca PLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (Joint filers)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares
			6.		Shared Voting Power 0 shares
			7.		Sole Dispositive Power 0 shares
			8.		Shared Dispositive Power 0 shares
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) CO

 

CUSIP No. 60770K107
	1.	Name of Reporting Person Zeneca Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (Joint filers)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0 shares
			6.		Shared Voting Power 0 shares
			7.		Sole Dispositive Power 0 shares
			8.		Shared Dispositive Power 0 shares
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) CO

 

Item 1.
	(a)	Name of Issuer Moderna, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 200 Technology Square Cambridge, MA 02139
Item 2.
	(a)	Name of Person Filing See response to 2(c)
	(b)	Address of Principal Business Office or, if none, Residence See response to 2(c)
	(c)	Citizenship This statement is filed on behalf of:   AstraZeneca PLC 1 Francis Crick Avenue Cambridge Biomedical Campus Cambridge CB2 0AA United Kingdom Citizenship: United Kingdom   Zeneca Inc. 1800 Concord Pike Wilmington, Delaware, 19803 Citizenship: Delaware
	(d)	Title of Class of Securities Common Stock, par value $0.0001 per share
	(e)	CUSIP Number 60770K107
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:   0 shares
	(b)	Percent of class:   0%

 

 

	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote:   AstraZeneca PLC: 0 shares   Zeneca Inc.: 0 shares
		(ii)	Shared power to vote or to direct the vote:   AstraZeneca PLC: 0 shares   Zeneca Inc.: 0 shares
		(iii)	Sole power to dispose or to direct the disposition of:   AstraZeneca PLC: 0 shares   Zeneca Inc.: 0 shares
		(iv)	Shared power to dispose or to direct the disposition of:   AstraZeneca PLC: 0 shares   Zeneca Inc.: 0 shares
Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.   x
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8.	Identification and Classification of Members of the Group
Not applicable.
Item 9.	Notice of Dissolution of Group
Not applicable.
Item 10.	Certifications
Not applicable.

 

Material Filed as Exhibits

 

Exhibit 99

Joint Filing Agreement between AstraZeneca PLC and Zeneca Inc.

 

 

Signatures

 

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

February 10, 2021

	AstraZeneca PLC
	/s/ Adrian Kemp
	Signature
	Adrian Kemp, Company Secretary
	Name/Title

 

	Zeneca Inc.
	/s/ David E. White
	Signature
	David E. White, Director and Treasurer
	Name/Title

 

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).