NOVAVAX INC — Director's Dealing 2021

Sep 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-09-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-27	Common Stock	M	2083	$5.95	Acquired	6144	Direct
2021-09-27	Common Stock	S	57	$228.12	Disposed	6087	Direct
2021-09-27	Common Stock	S	225	$229.9924	Disposed	5862	Direct
2021-09-27	Common Stock	S	272	$231.0668	Disposed	5590	Direct
2021-09-27	Common Stock	S	318	$231.9969	Disposed	5272	Direct
2021-09-27	Common Stock	S	262	$233.2368	Disposed	5010	Direct
2021-09-27	Common Stock	S	217	$233.8694	Disposed	4793	Direct
2021-09-27	Common Stock	S	203	$235.1024	Disposed	4590	Direct
2021-09-27	Common Stock	S	98	$236.295	Disposed	4492	Direct
2021-09-27	Common Stock	S	57	$237.29	Disposed	4435	Direct
2021-09-27	Common Stock	S	124	$239.041	Disposed	4311	Direct
2021-09-27	Common Stock	S	99	$240.3657	Disposed	4212	Direct
2021-09-27	Common Stock	S	56	$243.9805	Disposed	4156	Direct
2021-09-27	Common Stock	S	95	$248.134	Disposed	4061	Direct
2021-09-27	Common Stock	M	1377	$5.95	Acquired	5438	Direct
2021-09-27	Common Stock	D	36	$231.04	Disposed	5402	Direct
2021-09-27	Common Stock	F	648	$231.04	Disposed	4754	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-27	Stock Option (Right to Buy)	$5.95	M	2083	Disposed	2029-09-26	Common Stock (2083)	Direct
2021-09-27	Stock Appreciation Right	$5.95	M	1377	Disposed	2029-09-26	Common Stock (1377)	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 $229.40 to $230.28, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $230.58 to $231.37, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $231.63 to $232.46, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $232.64 to $233.59, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $233.76 to $234.08, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $234.82 to $235.38, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $235.85 to $236.74, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $238.57 to $239.16, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $240.30 to $240.43, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $243.96 to $243.99, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $247.99 to $248.55, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

F13: The reporting person received 693 shares of common stock upon the net exercise of 1,377 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 36 shares of common stock underlying the stock appreciation rights representing the base value and 648 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 September 27, 2021 of $231.04.

F14: 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.

F15: 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.