NOVAVAX INC — Director's Dealing 2021

Mar 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-03-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-05	Common Stock	M	417	$27.60	Acquired	704	Direct
2021-03-05	Common Stock	M	521	$46.00	Acquired	1225	Direct
2021-03-05	Common Stock	M	2083	$5.95	Acquired	3308	Direct
2021-03-05	Common Stock	S	72	$150.3117	Disposed	3236	Direct
2021-03-05	Common Stock	S	150	$152.3945	Disposed	3086	Direct
2021-03-05	Common Stock	S	312	$153.2446	Disposed	2774	Direct
2021-03-05	Common Stock	S	185	$154.0024	Disposed	2589	Direct
2021-03-05	Common Stock	S	135	$155.6403	Disposed	2454	Direct
2021-03-05	Common Stock	S	160	$157.08	Disposed	2294	Direct
2021-03-05	Common Stock	S	101	$159.0235	Disposed	2193	Direct
2021-03-05	Common Stock	S	172	$160.8222	Disposed	2021	Direct
2021-03-05	Common Stock	S	162	$163.5294	Disposed	1859	Direct
2021-03-05	Common Stock	S	263	$166.4787	Disposed	1596	Direct
2021-03-05	Common Stock	S	167	$167.7295	Disposed	1429	Direct
2021-03-05	Common Stock	S	91	$168.8922	Disposed	1338	Direct
2021-03-05	Common Stock	S	336	$170.2549	Disposed	1002	Direct
2021-03-05	Common Stock	S	314	$171.2331	Disposed	688	Direct
2021-03-05	Common Stock	S	203	$172.2375	Disposed	485	Direct
2021-03-05	Common Stock	S	186	$173.5374	Disposed	299	Direct
2021-03-05	Common Stock	S	12	$175.16	Disposed	287	Direct
2021-03-05	Common Stock	M	383	$5.95	Acquired	670	Direct
2021-03-05	Common Stock	D	14	$174.84	Disposed	656	Direct
2021-03-05	Common Stock	F	179	$174.84	Disposed	477	Direct
2021-03-09	Common Stock	S	190	$168.09	Disposed	287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-05	Stock Option (Right to Buy)	$27.60	M	417	Disposed	2027-12-15	Common Stock (417)	Direct
2021-03-05	Stock Option (Right to Buy)	$46.00	M	521	Disposed	2028-12-13	Common Stock (521)	Direct
2021-03-05	Stock Option (Right to Buy)	$5.95	M	2083	Disposed	2029-09-26	Common Stock (2083)	Direct
2021-03-05	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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.31 to $150.32, 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 $151.73 to $152.60, 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.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.785 to $153.60, 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.

F5: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.88 to $154.72, 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 $154.99 to $155.87, 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 $156.46 to $157.43, 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 $158.50 to $159.35, 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.

F9: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.59 to $161.18, 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.

F10: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.12 to $163.94, 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 $166.21 to $166.98, 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 $167.29 to $167.87, 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 $168.75 to $169.61, 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.

F14: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.75 to $170.74, 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.

F15: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.76 to $171.57, 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.

F16: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.81 to $172.61, 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.

F17: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.82 to $173.79, 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.

F18: The reporting person received 190 shares of common stock upon the net exercise of 383 stock appreciation rights. The reporting person forfeited 14 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 March 5, 2021 of $174.84.

F19: 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.

F20: 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.

F21: 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.

F22: 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.