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: 2021-10-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-01	Common Stock	M	14000	$27.60	Acquired	37879	Direct
2021-10-01	Common Stock	M	35000	$27.00	Acquired	72879	Direct
2021-10-01	Common Stock	S	703	$164.7398	Disposed	72176	Direct
2021-10-01	Common Stock	S	904	$165.683	Disposed	71272	Direct
2021-10-01	Common Stock	S	1100	$166.6236	Disposed	70172	Direct
2021-10-01	Common Stock	S	2801	$167.8829	Disposed	67371	Direct
2021-10-01	Common Stock	S	1959	$169.053	Disposed	65412	Direct
2021-10-01	Common Stock	S	901	$170.0704	Disposed	64511	Direct
2021-10-01	Common Stock	S	2602	$171.3352	Disposed	61909	Direct
2021-10-01	Common Stock	S	4103	$172.0242	Disposed	57806	Direct
2021-10-01	Common Stock	S	3002	$173.1625	Disposed	54804	Direct
2021-10-01	Common Stock	S	5853	$174.2996	Disposed	48951	Direct
2021-10-01	Common Stock	S	3602	$175.1465	Disposed	45349	Direct
2021-10-01	Common Stock	S	2601	$176.2353	Disposed	42748	Direct
2021-10-01	Common Stock	S	6227	$177.3686	Disposed	36521	Direct
2021-10-01	Common Stock	S	4604	$178.2695	Disposed	31917	Direct
2021-10-01	Common Stock	S	1323	$179.2895	Disposed	30594	Direct
2021-10-01	Common Stock	S	2541	$180.4239	Disposed	28053	Direct
2021-10-01	Common Stock	S	1600	$181.2088	Disposed	26453	Direct
2021-10-01	Common Stock	S	300	$182.4033	Disposed	26153	Direct
2021-10-01	Common Stock	S	192	$183.6104	Disposed	25961	Direct
2021-10-01	Common Stock	S	8	$185.71	Disposed	25953	Direct
2021-10-01	Common Stock	S	100	$187.95	Disposed	25853	Direct
2021-10-01	Common Stock	S	1502	$189.4701	Disposed	24351	Direct
2021-10-01	Common Stock	S	472	$190.632	Disposed	23879	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-01	Stock Option (Right to Buy)	$27.60	M	14000	Disposed	2027-12-15	Common Stock (14000)	Direct
2021-10-01	Stock Option (Right to Buy)	$27.00	M	35000	Disposed	2026-11-14	Common Stock (35000)	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 $164.26 to $165.20, 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 $165.30 to $166.24, 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.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.30 to $167.16, 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 $167.31 to $168.27, 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 $168.50 to $169.45, 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 $169.59 to $170.39, 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 $170.65 to $171.62, 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 $171.66 to $172.65, 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 $172.67 to $173.63, 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 $173.72 to $174.71, 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.

F12: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.74 to $175.72, 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 $175.79 to $176.55, 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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.80 to $177.75, 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.

F15: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.82 to $178.75, 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.

F16: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.87 to $179.84, 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.

F17: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.88 to $180.87, 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.

F18: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.88 to $181.71, 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.

F19: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.88 to $182.83, 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.

F20: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.60 to $183.62, 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.

F21: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.07 to $189.95, 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.

F22: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.63 to $190.95, 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.

F23: 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.

F24: 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.