NOVAVAX INC — Director's Dealing 2016

Nov 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2016-11-14

Reporting Person: Trizzino John (SVP, Commercial Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-14	Stock Option (Right to Buy)	$1.35	A	125000	Acquired	2026-11-14	Common Stock (125000)	Direct
2016-11-14	Stock Option (Right to Buy)	$1.35	A	125000	Acquired	2026-11-14	Common Stock (125000)	Direct

Footnotes

F1: Twenty-five percent (25%) of the shares subject to this option grant under the Novavax, Inc. 2015 Stock Incentive Plan, as amended (the "Plan") vest on the first anniversary of the November 14, 2016 grant date (the "Grant Date"), and the remaining seventy-five percent (75%) of the shares will vest in equal monthly installments over the following three (3) years subject to continued employment through such vesting date.

F2: Vesting of the shares subject to this option grant under the Plan is subject to the satisfaction of both (1) a time-based vesting requirement, pursuant to which twenty-five percent (25%) of the shares vesting on the first anniversary of the Grant Date, and the remaining seventy-five percent (75%) of the shares vesting in equal monthly installments over the following three (3) years subject to continued employment through such vesting date; and (2) a performance-based vesting requirement, pursuant to which 33.33%, 33.33%, and 33.34% of the shares will vest if, at any time during the four-year period from the Grant Date, the volume-weighted average stock price of Novavax' common stock meets or exceeds $4.00, $6.00, or $8.00, respectively, for twenty (20) consecutive trading days.