NOVAVAX INC — Director's Dealing 2014

Dec 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2014-12-16

Reporting Person: EVANS GARY C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-16	Common Stock	M	15000	$1.48	Acquired	125680	Direct
2014-12-16	Common Stock	M	235000	$1.03	Acquired	360680	Direct
2014-12-16	Common Stock	S	46701	$5.7154	Disposed	313979	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-16	Stock Option (Right to buy)	$1.48	M	15000	Disposed	2015-05-04	Common Stock (15000)	Direct
2014-12-16	Stock Option (Right to buy)	$1.03	M	35000	Disposed	2015-07-20	Common Stock (35000)	Direct
2014-12-16	Stock Option (Right to buy)	$1.03	M	200000	Disposed	2015-07-20	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8000	Indirect

Footnotes

F1: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.70 to $5.745, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

F2: Includes 4,000 shares owned of record by Gary Evans Custodian for Dustin Evans UTMA/TX and 4,000 shares owned of record by Gary Evans Custodian for Casey Evans UTMA/TX.

F3: The 15,000 shares exercised on 12/16/2014 pursuant to this stock option vested on 11/04/2006.

F4: The 35,000 shares exercised on 12/16/2014 pursuant to this stock option vested on 01/20/2006.

F5: Of the 200,000 shares exercised on 12/16/2014 pursuant to this stock option, 50,000 shares vested when the market capitalization of Novavax, Inc. exceeded $150,000,000, 50,000 shares vested when the market capitalization of Novavax, Inc. exceeded $250,000,000, 50,000 shares vested when the market capitalization of Novavax, Inc. exceeded $350,000,000, and 50,000 shares vested when Novavax, Inc. successfully accomplished a specific strategic initiative.