NOVAVAX INC — Director's Dealing 2019

Mar 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2019-03-08

Reporting Person: Trizzino John (SVP, CBO and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-08	Restricted Stock Units	$	A	102861	Acquired		Common Stock (102861)	Direct
2019-03-08	Restricted Stock Units	$	A	46887	Acquired		Common Stock (46887)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.

F2: One hundred percent (100%) of the RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"), will vest six (6) months from the March 8, 2019 grant date (the "Grant Date") subject to continued employment with the Company through the vesting date.

F3: Vesting of the RSUs subject to this grant under the Plan is subject to the satisfaction of both (1) a time-based vesting requirement, pursuant to which one hundred percent (100%) of the RSUs vesting on the first anniversary of the Grant Date subject to continued employment through such vesting date; and (2) performance-based vesting requirements, pursuant to which (i) 80% of the RSUs will vest based on achieving a regulatory milestone associated with ResVax on or before September 30, 2019; or (ii) 20% of the RSUs will vest based on achieving a regulatory milestone associated with NanoFlu on or before September 30, 2019.