NOVAVAX INC — Director's Dealing 2021

Sep 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-08-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-24	Common Stock	M	2000	—	Acquired	2000	Indirect
2021-08-24	Common Stock	F	697	$233.01	Disposed	1303	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-24	Restricted Stock Units	$	M	2000	Disposed	2030-04-17	Common Stock (2000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	706	Direct

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: On April 17, 2020, the reporting person's spouse, who is a consultant for the Company, was granted 4,000 RSUs pursuant to the Company's Amended and Restated 2015 Stock Incentive Plan, as amended. The vesting of the RSUs subject to this 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 RSUs vested on August 24, 2021, the first anniversary of the initiation date, and the remaining fifty percent (50%) of the RSUs will vest on August 24, 2022, the second anniversary of the initiation date subject to continued service with the Company through such vesting date.

F4: The reporting person acquired beneficial ownership of these RSUs upon his marriage to the owner of the RSUs on May 31, 2021. 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.