NOVAVAX INC — Director's Dealing 2020

Aug 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2020-08-18

Reporting Person: Herrmann John A III (EVP, Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-18	Common Stock	M	1000	$50	Acquired	1275	Direct
2020-08-18	Common Stock	M	7499	$36.6	Acquired	8774	Direct
2020-08-18	Common Stock	M	2499	$91	Acquired	11273	Direct
2020-08-18	Common Stock	M	11249	$99.8	Acquired	22522	Direct
2020-08-18	Common Stock	M	393	$27	Acquired	22915	Direct
2020-08-18	Common Stock	M	1952	$27	Acquired	24867	Direct
2020-08-18	Common Stock	M	13322	$27.6	Acquired	38189	Direct
2020-08-18	Common Stock	M	8328	$46	Acquired	46517	Direct
2020-08-18	Common Stock	S	24594	$143.92	Disposed	21923	Direct
2020-08-18	Common Stock	S	21648	$144.79	Disposed	275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-18	Stock Option (Right to Buy)	$50	M	1000	Disposed	2021-03-10	Common Stock (1000)	Direct
2020-08-18	Stock Option (Right to Buy)	$36.6	M	7499	Disposed	2023-03-02	Common Stock (7499)	Direct
2020-08-18	Stock Option (Right to Buy)	$91	M	2499	Disposed	2024-06-12	Common Stock (2499)	Direct
2020-08-18	Stock Option (Right to Buy)	$99.8	M	11249	Disposed	2026-03-15	Common Stock (11249)	Direct
2020-08-18	Stock Option (Right to Buy)	$27	M	393	Disposed	2026-11-14	Common Stock (393)	Direct
2020-08-18	Stock Option (Right to Buy)	$27	M	1952	Disposed	2026-11-14	Common Stock (1952)	Direct
2020-08-18	Stock Option (Right to Buy)	$27.6	M	13322.0	Disposed	2027-12-15	Common Stock (13322.0)	Direct
2020-08-18	Stock Option (Right to Buy)	$46	M	8328	Disposed	2028-12-13	Common Stock (8328)	Direct

Footnotes

F1: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.30 to $144.29, inclusive. The reporting person undertakes to provide to Novavax, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

F2: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.30 to $145.17, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

F3: The shares subject to this option grant vested in four equal annual installments beginning on the first anniversary of the March 10, 2011 grant date.

F4: The shares subject to this option grant vested in four equal annual installments beginning on the first anniversary of the March 2, 2013 grant date.

F5: The shares subject to this option grant vested in four equal annual installments beginning on the first anniversary of the June 12, 2014 grant date.

F6: Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the March 15, 2016 grant date, and the remaining seventy-five percent (75%) of the shares vested in equal monthly installments over the following three (3) years, subject to continued employment through such vesting date.

F7: Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the November 14, 2016 grant date, and the remaining seventy-five percent (75%) of the shares vested or will vest in equal monthly installments over the following three (3) years, subject to continued employment through such vesting date.

F8: Vesting of the shares subject to this option grant is subject to the satisfaction of both (1) a time-based vesting requirement, pursuant to which twenty-five percent (25%) of the shares vested on the first anniversary of the November 14, 2016 grant date, and the remaining seventy-five percent (75%) of the shares vested or will vest in equal monthly installments on the first of each month 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 vested or will vest if, at any time during the four-year period from the November 14, 2016 grant date, the volume-weighted average stock price of the Company's common stock meets or exceeds $80.00, $120.00, or $160.00, respectively, for twenty (20) consecutive trading days.

F9: Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the December 15, 2017 grant date, and the remaining seventy-five percent (75%) of the shares vested or will vest in equal monthly installments over the following three (3) years, subject to continued employment through such vesting date.

F10: Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the December 13, 2018 grant date, and the remaining seventy-five percent (75%) of the shares vested or will vest in equal monthly installments over the following three (3) years subject to continued employment through such vesting date.