NOVAVAX INC — Director's Dealing 2021

Aug 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-08-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-16	Common Stock	M	544	$27.60	Acquired	4605	Direct
2021-08-16	Common Stock	M	1322	$46.00	Acquired	5927	Direct
2021-08-16	Common Stock	S	55	$223.2591	Disposed	5872	Direct
2021-08-16	Common Stock	S	57	$225.9812	Disposed	5815	Direct
2021-08-16	Common Stock	S	141	$227.7858	Disposed	5674	Direct
2021-08-16	Common Stock	S	101	$228.7927	Disposed	5573	Direct
2021-08-16	Common Stock	S	219	$230.0009	Disposed	5354	Direct
2021-08-16	Common Stock	S	204	$231.2702	Disposed	5150	Direct
2021-08-16	Common Stock	S	274	$232.1488	Disposed	4876	Direct
2021-08-16	Common Stock	S	153	$233.1732	Disposed	4723	Direct
2021-08-16	Common Stock	S	177	$234.3777	Disposed	4546	Direct
2021-08-16	Common Stock	S	13	$234.88	Disposed	4533	Direct
2021-08-16	Common Stock	S	48	$236.2215	Disposed	4485	Direct
2021-08-16	Common Stock	S	63	$237.9198	Disposed	4422	Direct
2021-08-16	Common Stock	S	61	$239.3215	Disposed	4361	Direct
2021-08-16	Common Stock	S	78	$240.37	Disposed	4283	Direct
2021-08-16	Common Stock	S	107	$242.9868	Disposed	4176	Direct
2021-08-16	Common Stock	S	50	$244.9894	Disposed	4126	Direct
2021-08-16	Common Stock	S	51	$246.7173	Disposed	4075	Direct
2021-08-16	Common Stock	S	14	$248.98	Disposed	4061	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-16	Stock Option (Right to Buy)	$27.60	M	544	Disposed	2027-12-15	Common Stock (544)	Direct
2021-08-16	Stock Option (Right to Buy)	$46.00	M	1322	Disposed	2028-12-13	Common Stock (1322)	Direct

Footnotes

F1: The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: Includes 1,250 shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan, as amended, on July 31, 2021.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.23 to $223.33, 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 $225.38 to $226.28, 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 $227.30 to $228.28, 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 $228.33 to $229.14, 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 $229.54 to $230.44, 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 $230.81 to $231.765, 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 $231.83 to $232.80, 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 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 $232.83 to $233.79, 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 purchased 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 $233.86 to $234.82, 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 purchased 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 $236.18 to $236.31, 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.

F13: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $237.63 to $238.56, 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.

F14: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $238.87 to $239.86, 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.

F15: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $240.16 to $240.58, 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 purchased 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 $242.68 to $243.13, 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.

F17: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.86 to $245.04, 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.

F18: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.69 to $246.73, 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.

F19: Twenty-five percent (25%) of the shares subject to this option grant under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan") vested on the first anniversary of the December 15, 2017 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.

F20: Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the December 13, 2018 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.