NOVAVAX INC — Director's Dealing 2021

Apr 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-04-05

Reporting Person: Trizzino John (EVP, Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-05	Common Stock	M	417	$27.60	Acquired	704	Direct
2021-04-05	Common Stock	M	521	$46.00	Acquired	1225	Direct
2021-04-05	Common Stock	M	2083	$5.95	Acquired	3308	Direct
2021-04-05	Common Stock	S	3021	$190.10	Disposed	287	Direct
2021-04-05	Common Stock	M	383	$177.29	Acquired	670	Direct
2021-04-05	Common Stock	D	13	$177.29	Disposed	657	Direct
2021-04-05	Common Stock	F	179	$177.29	Disposed	478	Direct
2021-04-07	Common Stock	S	191	$178.03	Disposed	287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-05	Stock Option (Right to Buy)	$27.60	M	417	Disposed	2027-12-15	Common Stock (417)	Direct
2021-04-05	Stock Option (Right to Buy)	$46.00	M	521	Disposed	2028-12-13	Common Stock (521)	Direct
2021-04-05	Stock Option (Right to Buy)	$5.95	M	2083	Disposed	2029-09-26	Common Stock (2083)	Direct
2021-04-05	Stock Appreciation Right	$5.95	M	383	Disposed	2029-09-26	Common Stock (383)	Direct

Footnotes

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

F2: The reporting person received 191 shares of common stock upon the net exercise of 383 stock appreciation rights. The reporting person forfeited 13 shares of common stock underlying the stock appreciation rights representing the base value and 179 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 April 5, 2021 of $177.29.

F3: 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.

F4: 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.

F5: 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.

F6: 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.