NOVAVAX INC — Director's Dealing 2021

Sep 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-09-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-13	Common Stock	M	7499	$19.08	Acquired	8217	Direct
2021-09-13	Common Stock	S	429	$231.2945	Disposed	7788	Direct
2021-09-13	Common Stock	S	1317	$232.2444	Disposed	6471	Direct
2021-09-13	Common Stock	S	1279	$233.2496	Disposed	5192	Direct
2021-09-13	Common Stock	S	1091	$234.264	Disposed	4101	Direct
2021-09-13	Common Stock	S	1293	$235.5035	Disposed	2808	Direct
2021-09-13	Common Stock	S	880	$236.3807	Disposed	1928	Direct
2021-09-13	Common Stock	S	493	$237.8407	Disposed	1435	Direct
2021-09-13	Common Stock	S	66	$238.1259	Disposed	1369	Direct
2021-09-13	Common Stock	S	74	$242.6209	Disposed	1295	Direct
2021-09-13	Common Stock	S	333	$245.1604	Disposed	962	Direct
2021-09-13	Common Stock	S	244	$247.3302	Disposed	718	Direct
2021-09-14	Common Stock	M	7499	$19.08	Acquired	8217	Direct
2021-09-14	Common Stock	S	898	$233.1722	Disposed	7319	Direct
2021-09-14	Common Stock	S	905	$233.9006	Disposed	6414	Direct
2021-09-14	Common Stock	S	682	$235.157	Disposed	5732	Direct
2021-09-14	Common Stock	S	1422	$236.1646	Disposed	4310	Direct
2021-09-14	Common Stock	S	799	$237.1383	Disposed	3511	Direct
2021-09-14	Common Stock	S	1423	$238.1031	Disposed	2088	Direct
2021-09-14	Common Stock	S	564	$238.9503	Disposed	1524	Direct
2021-09-14	Common Stock	S	590	$240.3709	Disposed	934	Direct
2021-09-14	Common Stock	S	216	$241.7017	Disposed	718	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-13	Stock Option (Right to Buy)	$19.08	M	7499	Disposed	2030-04-17	Common Stock (7499)	Direct
2021-09-14	Stock Option (Right to Buy)	$19.08	M	7499	Disposed	2030-04-17	Common Stock (7499)	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 $230.81 to $231.77, 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 $231.83 to $232.82, 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.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.85 to $233.83, 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 $233.85 to $234.81, 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 $234.93 to $235.92, 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 $235.93 to $236.79, 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 $237.01 to $237.95, 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 $238.04 to $238.85, 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.

F10: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.60 to $242.63, 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 $245.13 to $245.17, 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 $247.01 to $247.74, 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.

F13: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.52 to $233.48, 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 $233.55 to $234.27, 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 $234.62 to $235.61, 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 $235.64 to $236.56, 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 $236.68 to $237.65, 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.

F18: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $237.71 to $238.52, 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.

F19: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $238.71 to $239.43, 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.

F20: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $240.07 to $240.98, 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.

F21: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $241.66 to $241.75, 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.

F22: 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.