NOVAVAX INC — Director's Dealing 2021

Oct 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-10-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-26	Common Stock	M	2084	$5.95	Acquired	6145	Direct
2021-10-26	Common Stock	M	8250	$19.08	Acquired	14395	Direct
2021-10-26	Common Stock	S	1500	$130.9347	Disposed	12895	Direct
2021-10-26	Common Stock	S	3000	$131.91	Disposed	9895	Direct
2021-10-26	Common Stock	S	3134	$133.0173	Disposed	6761	Direct
2021-10-26	Common Stock	S	1700	$133.8229	Disposed	5061	Direct
2021-10-26	Common Stock	S	1000	$135.16	Disposed	4061	Direct
2021-10-26	Common Stock	M	1378	$5.95	Acquired	5439	Direct
2021-10-26	Common Stock	D	61	$134.99	Disposed	5378	Direct
2021-10-26	Common Stock	F	637	$134.99	Disposed	4741	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-26	Stock Option (Right to Buy)	$5.95	M	2084	Disposed	2029-09-26	Common Stock (2084)	Direct
2021-10-26	Stock Option (Right to Buy)	$19.08	M	8250	Disposed	2030-04-17	Common Stock (8250)	Direct
2021-10-26	Stock Appreciation Right	$5.95	M	1378	Disposed	2029-09-26	Common Stock (1378)	Direct

Footnotes

F1: The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.40 to $131.34, 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 sold at each price within the range set forth in this footnote.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.41 to $132.40, 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.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.49 to $133.48, 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 $133.50 to $134.10, 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 $135.05 to $135.60, 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 reporting person received 680 shares of common stock upon the net exercise of 1,378 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 61 shares of common stock underlying the stock appreciation rights representing the base value and 637 shares of common stock underlying the stock appreciation rights to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on October 26, 2021 of $134.99.

F8: Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the September 26, 2019 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.

F9: On April 17, 2020, the reporting person was granted an option to purchase 165,000 shares of common stock of the Company pursuant to the Plan. The vesting of the shares subject to this option grant is subject to the satisfaction of a performance-based vesting requirement, followed by time-based vesting. The performance metric required that the Company initiate a COVID-19 Phase 2 clinical trial within twelve (12) months of the grant date, which occurred when the Company initiated its Phase 2 clinical trial of NVX-CoV2373 in the U.S. on August 24, 2020. Following that event, fifty percent (50%) of the shares vested on August 24, 2021, the first anniversary of the initiation date, and the remaining fifty percent (50%) of the shares will vest on August 24, 2022, the second anniversary of the initiation date subject to continued employment through such vesting date.

F10: Twenty-five percent (25%) of the shares subject to this stock appreciation right grant under the Plan vested on the first anniversary of the September 26, 2019 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.