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: 2021-09-28

Reporting Person: Trizzino John (EVP, CCO and CBO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-28	Common Stock	M	7501	$19.08	Acquired	10047	Direct
2021-09-28	Common Stock	S	839	$203.2628	Disposed	9208	Direct
2021-09-28	Common Stock	S	1141	$204.123	Disposed	8067	Direct
2021-09-28	Common Stock	S	1452	$205.2541	Disposed	6615	Direct
2021-09-28	Common Stock	S	990	$206.3028	Disposed	5625	Direct
2021-09-28	Common Stock	S	382	$207.319	Disposed	5243	Direct
2021-09-28	Common Stock	S	312	$208.4567	Disposed	4931	Direct
2021-09-28	Common Stock	S	112	$209.57	Disposed	4819	Direct
2021-09-28	Common Stock	S	100	$211.45	Disposed	4719	Direct
2021-09-28	Common Stock	S	30	$213.11	Disposed	4689	Direct
2021-09-28	Common Stock	S	318	$214.6475	Disposed	4371	Direct
2021-09-28	Common Stock	S	247	$216.2094	Disposed	4124	Direct
2021-09-28	Common Stock	S	226	$218.1284	Disposed	3898	Direct
2021-09-28	Common Stock	S	421	$219.2639	Disposed	3477	Direct
2021-09-28	Common Stock	S	49	$220.2218	Disposed	3428	Direct
2021-09-28	Common Stock	S	255	$222.8629	Disposed	3173	Direct
2021-09-28	Common Stock	S	148	$224.2398	Disposed	3025	Direct
2021-09-28	Common Stock	S	323	$228.2517	Disposed	2702	Direct
2021-09-28	Common Stock	S	156	$229.9977	Disposed	2546	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-28	Stock Option (Right to Buy)	$19.08	M	7501	Disposed	2030-04-17	Common Stock (7501)	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 $202.69 to $203.58, 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 $203.73 to $204.71, 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 $204.83 to $205.80, 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 $205.84 to $206.82, 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 $206.94 to $207.75, 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 $208.14 to $208.82, 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 $209.29 to $209.85, 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 $214.41 to $215.01, 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 $215.85 to $216.51, 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 $217.87 to $218.65, 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 $218.95 to $219.50, 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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.21 to $220.23, 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.

F14: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.20 to $222.98, 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.

F15: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.02 to $224.80, 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.

F16: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.19 to $228.42, 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.

F17: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.94 to $230.03, 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.

F18: On April 17, 2020, the reporting person was granted an option to purchase 140,000 shares of common stock of Novavax, Inc. (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.