NOVAVAX INC — Director's Dealing 2021

Oct 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-10-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-19	Common Stock	M	8250	$19.08	Acquired	12311	Direct
2021-10-19	Common Stock	S	1591	$161.0007	Disposed	10720	Direct
2021-10-19	Common Stock	S	893	$162.0489	Disposed	9827	Direct
2021-10-19	Common Stock	S	400	$163.0075	Disposed	9427	Direct
2021-10-19	Common Stock	S	1400	$164.8475	Disposed	8027	Direct
2021-10-19	Common Stock	S	1000	$165.984	Disposed	7027	Direct
2021-10-19	Common Stock	S	1366	$167.0825	Disposed	5661	Direct
2021-10-19	Common Stock	S	800	$168.4929	Disposed	4861	Direct
2021-10-19	Common Stock	S	300	$169.8467	Disposed	4561	Direct
2021-10-19	Common Stock	S	400	$171.015	Disposed	4161	Direct
2021-10-19	Common Stock	S	100	$172.03	Disposed	4061	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-19	Stock Option (Right to Buy)	$19.08	M	8250	Disposed	2030-04-17	Common Stock (8250)	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 $160.46 to $161.45, 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 $161.59 to $162.43, 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 $162.80 to $163.50, 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 $164.45 to $165.40, 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.

F6: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.45 to $166.42, 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 $166.70 to $167.51, 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 $168.04 to $168.91, 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 $169.44 to $170.33, 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 $170.86 to $171.24, 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: 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 Company's Amended and Restated 2015 Stock Incentive Plan, as amended. 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.