NOVAVAX INC — Director's Dealing 2021

Jul 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-07-01

Reporting Person: Erck Stanley C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-01	Common Stock	M	15181	$25.60	Acquired	35676	Direct
2021-07-01	Common Stock	M	19879	$36.60	Acquired	55555	Direct
2021-07-01	Common Stock	M	17560	$121.00	Acquired	73115	Direct
2021-07-01	Common Stock	S	2046	$209.2027	Disposed	71069	Direct
2021-07-01	Common Stock	S	6105	$210.0229	Disposed	64964	Direct
2021-07-01	Common Stock	S	4117	$211.0679	Disposed	60847	Direct
2021-07-01	Common Stock	S	6419	$212.1527	Disposed	54428	Direct
2021-07-01	Common Stock	S	12703	$213.071	Disposed	41725	Direct
2021-07-01	Common Stock	S	12917	$214.127	Disposed	28808	Direct
2021-07-01	Common Stock	S	6984	$214.9681	Disposed	21824	Direct
2021-07-01	Common Stock	S	1329	$215.6983	Disposed	20495	Direct
2021-07-02	Common Stock	M	25120	$36.60	Acquired	45615	Direct
2021-07-02	Common Stock	M	27439	$121.00	Acquired	73054	Direct
2021-07-02	Common Stock	S	1970	$210.2299	Disposed	71084	Direct
2021-07-02	Common Stock	S	4242	$211.2084	Disposed	66842	Direct
2021-07-02	Common Stock	S	7616	$212.2878	Disposed	59226	Direct
2021-07-02	Common Stock	S	2355	$213.3849	Disposed	56871	Direct
2021-07-02	Common Stock	S	4466	$214.7581	Disposed	52405	Direct
2021-07-02	Common Stock	S	5190	$215.7406	Disposed	47215	Direct
2021-07-02	Common Stock	S	2994	$216.9188	Disposed	44221	Direct
2021-07-02	Common Stock	S	9969	$217.8405	Disposed	34252	Direct
2021-07-02	Common Stock	S	7423	$218.7717	Disposed	26829	Direct
2021-07-02	Common Stock	S	5031	$219.7605	Disposed	21798	Direct
2021-07-02	Common Stock	S	628	$220.8006	Disposed	21170	Direct
2021-07-02	Common Stock	S	675	$221.5281	Disposed	20495	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-01	Stock Option (Right to Buy)	$25.60	M	15181	Disposed	2022-03-01	Common Stock (15181)	Direct
2021-07-01	Stock Option (Right to Buy)	$36.60	M	19879	Disposed	2023-03-02	Common Stock (19879)	Direct
2021-07-01	Stock Option (Right to Buy)	$121.00	M	17560	Disposed	2024-03-06	Common Stock (17560)	Direct
2021-07-02	Stock Option (Right to Buy)	$36.60	M	25120	Disposed	2023-03-02	Common Stock (25120)	Direct
2021-07-02	Stock Option (Right to Buy)	$121.00	M	27439	Disposed	2024-03-06	Common Stock (27439)	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 $208.56 to $209.54,
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 $209.57 to $210.54,
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 $210.57 to $211.47,
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 $211.58 to $212.57,
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 $212.60 to $213.58,
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.

F7: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.61 to $214.60,
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 $214.63 to $215.55,
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 $215.63 to $215.84,
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 $209.75 to $210.74, 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 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 $210.82 to $211.75, 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 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 $211.82 to $212.79, 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.

F13: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.87 to $213.84, 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 $214.20 to $215.16, 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.

F15: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.24 to $216.17, 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 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 $216.26 to $217.18, 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 $217.28 to $218.27, 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 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 $218.33 to $219.30, 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: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.33 to $220.27, 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 purchased 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 $220.34 to $221.20, 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.

F21: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.38 to $222.33, 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.

F22: The shares subject to this option grant vested in four equal annual installments beginning on the first anniversary of the March 1, 2012 grant date.

F23: The shares subject to this option grant vested in four equal annual installments beginning on the first anniversary of the March 2, 2013 grant date.

F24: The shares subject to this option grant vested in four equal annual installments beginning on the first anniversary of the March 6, 2014 grant date.