NOVAVAX INC — Director's Dealing 2020

Mar 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2020-03-08

Reporting Person: Herrmann John A III (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-08	Common Stock	M	449	—	Acquired	449	Direct
2020-03-08	Common Stock	F	174	$12.48	Disposed	275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-08	Restricted Stock Units	$	M	449	Disposed		Common Stock (449)	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, vested on satisfaction of both (1) a time-based vesting requirement, pursuant to which one hundred percent (100%) of the RSUs vested on the first anniversary of the March 8, 2019 grant date subject to continued employment through such vesting date; and (2) a performance-based vesting requirement, pursuant to which one hundred percent (100%) of the RSUs vested based on the Company's achievement of a regulatory milestone associated with NanoFlu on or before September 30, 2019.