NOVAVAX INC — Director's Dealing 2021

Oct 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-10-04

Reporting Person: Erck Stanley C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-04	Common Stock	M	32000	$27.60	Acquired	55879	Direct
2021-10-04	Common Stock	M	10829	$27.00	Acquired	66708	Direct
2021-10-04	Common Stock	S	1392	$166.9835	Disposed	65316	Direct
2021-10-04	Common Stock	S	3746	$172.3631	Disposed	61570	Direct
2021-10-04	Common Stock	S	5038	$173.4476	Disposed	56532	Direct
2021-10-04	Common Stock	S	3100	$174.5619	Disposed	53432	Direct
2021-10-04	Common Stock	S	3600	$175.6106	Disposed	49832	Direct
2021-10-04	Common Stock	S	4700	$176.4753	Disposed	45132	Direct
2021-10-04	Common Stock	S	8890	$177.5843	Disposed	36242	Direct
2021-10-04	Common Stock	S	8563	$178.4634	Disposed	27679	Direct
2021-10-04	Common Stock	S	3300	$179.4794	Disposed	24379	Direct
2021-10-04	Common Stock	S	500	$180.58	Disposed	23879	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-04	Stock Option (Right to Buy)	$27.60	M	32000	Disposed	2027-12-15	Common Stock (32000)	Direct
2021-10-04	Stock Option (Right to Buy)	$27.00	M	10829	Disposed	2026-11-14	Common Stock (10829)	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 $166.94 to $167.04, 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 $171.92 to $172.88, 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 $172.93 to $173.92, 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 $174.01 to $174.97, 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 $175.01 to $175.99, 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 $176.01 to $176.99, 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 $177.03 to $178.02, 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 $178.04 to $178.98, 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 $179.05 to $180.00, 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.

F11: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.31 to $180.74, 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: Twenty-five percent (25%) of the shares subject to this option grant under the Company Amended and Restated 2015 Stock Incentive Plan, as amended (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 or will vest in equal monthly installments over the following three (3) years subject to continued employment through each such vesting date.

F13: Vesting of the shares subject to this option grant under the Plan were 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 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, 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 met or exceeded $80.00, $120.00, or $160.00, respectively, for twenty (20) consecutive trading days. The Company's common stock did not meet $160.00 for twenty (20) consecutive trading days and therefore 9,171 shares were cancelled.