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NOVAVAX INC — Director's Dealing 2021
May 7, 2021
31982_dirs_2021-05-07_d0f745bc-bf6f-46e3-8382-7fc9062562c2.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-05-05
Reporting Person: Trizzino John (EVP, CCO, CBO & Interim CFO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-05-05 | Common Stock | M | 417 | $27.60 | Acquired | 704 | Direct |
| 2021-05-05 | Common Stock | M | 521 | $46.00 | Acquired | 1225 | Direct |
| 2021-05-05 | Common Stock | M | 2084 | $5.95 | Acquired | 3309 | Direct |
| 2021-05-05 | Common Stock | S | 72 | $163.0267 | Disposed | 3237 | Direct |
| 2021-05-05 | Common Stock | S | 12 | $164.71 | Disposed | 3225 | Direct |
| 2021-05-05 | Common Stock | S | 13 | $168.3362 | Disposed | 3212 | Direct |
| 2021-05-05 | Common Stock | S | 93 | $169.6996 | Disposed | 3119 | Direct |
| 2021-05-05 | Common Stock | S | 208 | $171.0861 | Disposed | 2911 | Direct |
| 2021-05-05 | Common Stock | S | 28 | $171.8929 | Disposed | 2883 | Direct |
| 2021-05-05 | Common Stock | S | 70 | $180.3687 | Disposed | 2813 | Direct |
| 2021-05-05 | Common Stock | S | 85 | $181.166 | Disposed | 2728 | Direct |
| 2021-05-05 | Common Stock | S | 160 | $182.4473 | Disposed | 2568 | Direct |
| 2021-05-05 | Common Stock | S | 138 | $183.427 | Disposed | 2430 | Direct |
| 2021-05-05 | Common Stock | S | 252 | $184.2462 | Disposed | 2178 | Direct |
| 2021-05-05 | Common Stock | S | 105 | $186.0537 | Disposed | 2073 | Direct |
| 2021-05-05 | Common Stock | S | 186 | $187.3548 | Disposed | 1887 | Direct |
| 2021-05-05 | Common Stock | S | 318 | $188.5058 | Disposed | 1569 | Direct |
| 2021-05-05 | Common Stock | S | 364 | $189.4567 | Disposed | 1205 | Direct |
| 2021-05-05 | Common Stock | S | 192 | $190.62 | Disposed | 1013 | Direct |
| 2021-05-05 | Common Stock | S | 412 | $191.5261 | Disposed | 601 | Direct |
| 2021-05-05 | Common Stock | S | 246 | $192.81 | Disposed | 355 | Direct |
| 2021-05-05 | Common Stock | S | 68 | $194.0824 | Disposed | 287 | Direct |
| 2021-05-05 | Common Stock | M | 384 | $5.95 | Acquired | 671 | Direct |
| 2021-05-05 | Common Stock | D | 14 | $171.74 | Disposed | 657 | Direct |
| 2021-05-05 | Common Stock | F | 180 | $171.74 | Disposed | 477 | Direct |
| 2021-05-07 | Common Stock | S | 100 | $176.65 | Disposed | 377 | Direct |
| 2021-05-07 | Common Stock | S | 90 | $176.60 | Disposed | 287 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2021-05-05 | Stock Option (Right to Buy) | $27.60 | M | 417 | Disposed | 2027-12-15 | Common Stock (417) | Direct |
| 2021-05-05 | Stock Option (Right to Buy) | $46.00 | M | 521 | Disposed | 2028-12-13 | Common Stock (521) | Direct |
| 2021-05-05 | Stock Option (Right to Buy) | $5.95 | M | 2084 | Disposed | 2029-09-26 | Common Stock (2084) | Direct |
| 2021-05-05 | Stock Appreciation Right | $5.95 | M | 384 | Disposed | 2029-09-26 | Common Stock (384) | 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 $163.01 to $163.03, 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 $168.33 to $168.35, 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 $169.35 to $169.95, 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 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 $170.78 to $171.71, 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 $171.85 to $171.90, 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 $179.67 to $180.56, 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.
F8: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.82 to $181.29, 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 $181.96 to $182.93, 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.
F10: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.98 to $183.94, 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 $184.04 to $184.53, 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 $185.85 to $186.80, 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.
F13: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.93 to $187.83, 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 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 $188.13 to $188.93, 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.
F15: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.19 to $190.09, 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 $190.22 to $191.07, 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 $191.23 to $191.96, 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 $192.39 to $193.29, 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 $193.40 to $194.20, 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.
F20: The reporting person received 190 shares of common stock upon the net exercise of 384 stock appreciation rights. The reporting person forfeited 14 shares of common stock underlying the stock appreciation rights representing the base value and 180 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 May 5, 2021 of $171.74.
F21: 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.
F22: 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.
F23: 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.
F24: 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.