NOVAVAX INC — Director's Dealing 2021

Mar 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-03-23

Reporting Person: YOUNG JAMES F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-23	Common Stock	M	10000	$46.00	Acquired	20000	Direct
2021-03-23	Common Stock	S	4434	$227.4324	Disposed	15566	Direct
2021-03-23	Common Stock	S	3120	$228.4171	Disposed	12446	Direct
2021-03-23	Common Stock	S	2446	$229.4089	Disposed	10000	Direct
2021-03-25	Common Stock	M	10000	$27.60	Acquired	20000	Direct
2021-03-25	Common Stock	M	37500	$3.985	Acquired	57500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-23	Stock Option (Right to Buy)	$46.00	M	10000	Disposed	2028-12-13	Common Stock (10000)	Direct
2021-03-25	Stock Option (Right to Buy)	$27.60	M	10000	Disposed	2027-12-15	Common Stock (10000)	Direct
2021-03-25	Stock Option (Right to Buy)	$3.985	M	37500	Disposed	2029-12-12	Common Stock (37500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1500	Indirect

Footnotes

F1: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.00 to $227.61, 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.

F2: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.00 to $228.89, 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 $229.00 to $229.65, 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.

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F5: One hundred percent (100%) of the shares subject to this option grant under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan") vested one (1) year from the December 13, 2018 grant date.

F6: One hundred percent (100%) of the shares subject to this option grant under the Plan vested one (1) year from the December 15, 2017 grant date.

F7: One hundred percent (100%) of the shares subject to this option grant under the Plan vested one (1) year from the December 12, 2019 grant date.