NOVAVAX INC — Director's Dealing 2021

Jun 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-06-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-15	Common Stock	M	623	$27.00	Acquired	3434	Direct
2021-06-15	Common Stock	M	868	$27.60	Acquired	4302	Direct
2021-06-15	Common Stock	M	1101	$46.00	Acquired	5403	Direct
2021-06-15	Common Stock	M	3124	$5.95	Acquired	8527	Direct
2021-06-15	Common Stock	S	1	$183.5341	Disposed	8526	Direct
2021-06-15	Common Stock	S	37	$186.4507	Disposed	8489	Direct
2021-06-15	Common Stock	S	1810	$187.0428	Disposed	6679	Direct
2021-06-15	Common Stock	S	8	$187.8573	Disposed	6671	Direct
2021-06-15	Common Stock	S	53	$189.617	Disposed	6618	Direct
2021-06-15	Common Stock	S	1387	$190.3061	Disposed	5231	Direct
2021-06-15	Common Stock	S	261	$191.2479	Disposed	4970	Direct
2021-06-15	Common Stock	S	121	$192.1409	Disposed	4849	Direct
2021-06-15	Common Stock	S	557	$193.4963	Disposed	4292	Direct
2021-06-15	Common Stock	S	335	$194.3547	Disposed	3957	Direct
2021-06-15	Common Stock	S	188	$195.2353	Disposed	3769	Direct
2021-06-15	Common Stock	S	310	$196.6477	Disposed	3459	Direct
2021-06-15	Common Stock	S	200	$198.3902	Disposed	3259	Direct
2021-06-15	Common Stock	S	448	$199.9978	Disposed	2811	Direct
2021-06-15	Common Stock	M	4819	$5.95	Acquired	7630	Direct
2021-06-15	Common Stock	D	154	$187.07	Disposed	7476	Direct
2021-06-15	Common Stock	F	2254	$187.07	Disposed	5222	Direct
2021-06-17	Common Stock	S	2411	$183.2795	Disposed	2811	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-15	Stock Option (Right to Buy)	$27.00	M	623	Disposed	2026-11-14	Common Stock (623)	Direct
2021-06-15	Stock Option (Right to Buy)	$27.60	M	868	Disposed	2027-12-15	Common Stock (868)	Direct
2021-06-15	Stock Option (Right to Buy)	$46.00	M	1101	Disposed	2028-12-13	Common Stock (1101)	Direct
2021-06-15	Stock Option (Right to Buy)	$5.95	M	3124	Disposed	2029-09-26	Common Stock (3124)	Direct
2021-06-15	Stock Appreciation Right	$5.95	M	4819	Disposed	2029-09-26	Common Stock (4819)	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 $185.5716 to $186.5537, 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 $186.7033 to $187.5411, 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 $187.7259 to $188.3374, 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 $188.821 to $189.7961, 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 $189.8292 to $190.8147, 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 $190.8553 to $191.7786, 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 $191.8887 to $192.8718, 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 $192.8987 to $193.8398, 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 $193.93 to $194.8924, 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 $194.9513 to $195.7341, 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 $196.297 to $196.93, 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 $198.1588 to $198.6379, 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 $199.99 to $200.00, 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 reporting person received 2411 shares of common stock upon the net exercise of 4819 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 154 shares of common stock underlying the stock appreciation rights representing the base value and 2254 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 June 15, 2021 of $187.07.

F16: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.00 to $183.65, 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.

F17: Vesting of the shares subject to this option grant under the Plan were subject to the satisfaction of both (1) a time-based vesting requirement, pursuant to which twenty-five percent (25%) of the shares vested on the first anniversary of the November 14, 2016 grant date, and the remaining seventy-five percent (75%) of the shares vested in equal monthly installments on the first of each month over the following three (3) years subject to continued employment through such vesting date, and (2) a performance-based vesting requirement, pursuant to which 33.33%, 33.33%, and 33.34% of the shares vested, if at any time during the four-year period from the November 14, 2016 grant date, the volume-weighted average stock price of Novavax, Inc.'s common stock met or exceeded $80.00, $120.00, or $160.00, respectively, for twenty (20) consecutive trading days. Novavax, Inc.'s common stock did not meet $160.00 for twenty (20) consecutive trading days and therefore 2,918 shares were cancelled.

F18: Twenty-five percent (25%) of the shares subject to this option grant under 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.

F19: 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.

F20: 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.

F21: 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.