NOVAVAX INC — Director's Dealing 2021

Dec 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-12-14

Reporting Person: Glenn Gregory M (President, R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-14	Common Stock	M	3100	—	Acquired	7161	Direct
2021-12-14	Common Stock	F	1498	$168.43	Disposed	5663	Direct
2021-12-15	Common Stock	M	1024	$27.60	Acquired	6687	Direct
2021-12-15	Common Stock	M	662	$46.00	Acquired	7349	Direct
2021-12-15	Common Stock	S	117	$168.8217	Disposed	7232	Direct
2021-12-15	Common Stock	S	213	$170.4647	Disposed	7019	Direct
2021-12-15	Common Stock	S	254	$171.4693	Disposed	6765	Direct
2021-12-15	Common Stock	S	248	$172.3771	Disposed	6517	Direct
2021-12-15	Common Stock	S	91	$173.2926	Disposed	6426	Direct
2021-12-15	Common Stock	S	137	$174.6519	Disposed	6289	Direct
2021-12-15	Common Stock	S	67	$175.8931	Disposed	6222	Direct
2021-12-15	Common Stock	S	223	$176.8253	Disposed	5999	Direct
2021-12-15	Common Stock	S	103	$178.9927	Disposed	5896	Direct
2021-12-15	Common Stock	S	206	$179.5781	Disposed	5690	Direct
2021-12-15	Common Stock	S	27	$180.6211	Disposed	5663	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-14	Restricted Stock Units	$	M	3100	Disposed		Common Stock (3100)	Direct
2021-12-15	Stock Option (Right to Buy)	$27.60	M	1024	Disposed	2027-12-15	Common Stock (1024)	Direct
2021-12-15	Stock Option (Right to Buy)	$46.00	M	662	Disposed	2028-12-13	Common Stock (662)	Direct

Footnotes

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

F2: The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.61 to $169.27, inclusive. The reporting person undertakes to provide to 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 sold at each price within the range set forth in this footnote.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.78 to $170.71, 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 sold at each price within the range set forth in this footnote.

F5: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.94 to $171.93, 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 sold at each price within the range set forth in this footnote.

F6: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.97 to $172.96, 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 sold at each price within the range set forth in this footnote.

F7: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.97 to $173.79, 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 sold at each price within the range set forth in this footnote.

F8: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.03 to $175.00, 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 sold at each price within the range set forth in this footnote.

F9: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.31 to $176.29, 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 sold at each price within the range set forth in this footnote.

F10: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.42 to $177.36, 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 sold at each price within the range set forth in this footnote.

F11: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.29 to $179.26, 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 sold at each price within the range set forth in this footnote.

F12: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.31 to $179.89, 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 sold at each price within the range set forth in this footnote.

F13: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.47 to $180.81, 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 sold at each price within the range set forth in this footnote.

F14: The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan") vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the December 14, 2020 grant date, in each case subject to continued employment through such vesting date.

F15: Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the December 15, 2017 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.

F16: Twenty-five percent (25%) of the shares subject to this option grant under the Plan 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.