NOVAVAX INC — Director's Dealing 2021

Aug 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-08-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-26	Common Stock	M	4167	$5.95	Acquired	8228	Direct
2021-08-26	Common Stock	S	100	$227.74	Disposed	8128	Direct
2021-08-26	Common Stock	S	200	$229.35	Disposed	7928	Direct
2021-08-26	Common Stock	S	605	$230.5171	Disposed	7323	Direct
2021-08-26	Common Stock	S	400	$231.3475	Disposed	6923	Direct
2021-08-26	Common Stock	S	700	$232.8857	Disposed	6223	Direct
2021-08-26	Common Stock	S	616	$233.8927	Disposed	5607	Direct
2021-08-26	Common Stock	S	400	$235.27	Disposed	5207	Direct
2021-08-26	Common Stock	S	200	$236.13	Disposed	5007	Direct
2021-08-26	Common Stock	S	400	$237.345	Disposed	4607	Direct
2021-08-26	Common Stock	S	346	$238.6222	Disposed	4261	Direct
2021-08-26	Common Stock	S	100	$240.04	Disposed	4161	Direct
2021-08-26	Common Stock	S	100	$241.57	Disposed	4061	Direct
2021-08-26	Common Stock	M	2754	$5.95	Acquired	6815	Direct
2021-08-26	Common Stock	D	72	$230.34	Disposed	6743	Direct
2021-08-26	Common Stock	F	1296	$230.34	Disposed	5447	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-26	Stock Option (Right to Buy)	$5.95	M	4167	Disposed	2029-09-26	Common Stock (4167)	Direct
2021-08-26	Stock Appreciation Right	$5.95	M	2754	Disposed	2029-09-26	Common Stock (2754)	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 $229.14 to $229.56, 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 purchased 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 $230.14 to $230.97, 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 purchased 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 $231.20 to $231.42, 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 purchased 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 $232.43 to $233.16, 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 purchased 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 $233.51 to $234.26, 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 purchased 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 $234.76 to $235.68, 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 purchased 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 $235.76 to $236.50, 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 purchased 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 $236.87 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 purchased 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 $238.18 to $238.78, 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 purchased at each price within the range set forth in this footnote.

F11: The reporting person received 1,386 shares of common stock upon the net exercise of 2,754 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 72 shares of common stock underlying the stock appreciation rights representing the base value and 1,296 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 August 26, 2021 of $230.34.

F12: 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.

F13: 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.