NOVAVAX INC — Director's Dealing 2021

Sep 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-09-26

Reporting Person: Herrmann John A III (EVP, Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-26	Common Stock	M	3973	—	Acquired	4679	Direct
2021-09-26	Common Stock	F	1919	$248.16	Disposed	2760	Direct
2021-09-26	Common Stock	M	666	—	Acquired	1969	Indirect
2021-09-26	Common Stock	F	222	$248.16	Disposed	1747	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-26	Restricted Stock Units	$	M	3973	Disposed		Common Stock (3973)	Direct
2021-09-26	Restricted Stock Units	$	M	666	Disposed		Common Stock (666)	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.

F2: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the September 26, 2019 grant date (the "Grant Date"), in each case subject to continued employment through such vesting date.

F4: The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the Grant Date, in each case subject to continued service with the Company through such vesting date.