NOVAVAX INC — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock	M	619	$27.00	Acquired	3430	Direct
2021-02-16	Common Stock	M	868	$27.60	Acquired	4298	Direct
2021-02-16	Common Stock	M	1101	$46.00	Acquired	5399	Direct
2021-02-16	Common Stock	M	3124	$5.95	Acquired	8523	Direct
2021-02-16	Common Stock	S	138	$272.4158	Disposed	8385	Direct
2021-02-16	Common Stock	S	137	$273.3949	Disposed	8248	Direct
2021-02-16	Common Stock	S	225	$274.7954	Disposed	8023	Direct
2021-02-16	Common Stock	S	129	$275.8295	Disposed	7894	Direct
2021-02-16	Common Stock	S	377	$277.0853	Disposed	7517	Direct
2021-02-16	Common Stock	S	236	$278.9836	Disposed	7281	Direct
2021-02-16	Common Stock	S	156	$280.7056	Disposed	7125	Direct
2021-02-16	Common Stock	S	522	$281.6382	Disposed	6603	Direct
2021-02-16	Common Stock	S	653	$282.1338	Disposed	5950	Direct
2021-02-16	Common Stock	S	955	$283.4323	Disposed	4995	Direct
2021-02-16	Common Stock	S	1204	$284.2484	Disposed	3791	Direct
2021-02-16	Common Stock	S	59	$285.3044	Disposed	3732	Direct
2021-02-16	Common Stock	S	148	$286.2617	Disposed	3584	Direct
2021-02-16	Common Stock	S	147	$287.4066	Disposed	3437	Direct
2021-02-16	Common Stock	S	9	$288.8022	Disposed	3428	Direct
2021-02-16	Common Stock	S	125	$289.8864	Disposed	3303	Direct
2021-02-16	Common Stock	S	413	$291.5714	Disposed	2890	Direct
2021-02-16	Common Stock	S	13	$294.05	Disposed	2877	Direct
2021-02-16	Common Stock	S	66	$296.5847	Disposed	2811	Direct
2021-02-16	Common Stock	M	4819	$5.95	Acquired	7630	Direct
2021-02-16	Common Stock	D	110	$262.70	Disposed	7520	Direct
2021-02-16	Common Stock	F	2275	$262.70	Disposed	5245	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Stock Option (Right to Buy)	$27.00	M	619	Disposed	2026-11-14	Common Stock (619)	Direct
2021-02-16	Stock Option (Right to Buy)	$27.60	M	868	Disposed	2027-12-15	Common Stock (868)	Direct
2021-02-16	Stock Option (Right to Buy)	$46.00	M	1101	Disposed	2028-12-13	Common Stock (1101)	Direct
2021-02-16	Stock Option (Right to Buy)	$5.95	M	3124	Disposed	2029-09-26	Common Stock (3124)	Direct
2021-02-16	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: Includes 1,250 shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan, as amended, on January 31, 2021.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $271.60 to $272.50, 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 $273.17 to $274.14, 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 $274.18 to $275.02, 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 $275.32 to $276.31, 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 $276.64 to $277.63, 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 $278.38 to $279.28, 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 $279.8050 to $280.80, 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.

F10: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.81 to $281.80, 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.

F11: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.85 to $282.79, 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.

F12: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.89 to $283.88, 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 $283.89 to $284.88, 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 $284.89 to $285.54, 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 $285.9150 to $286.70, 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 $287.19 to $287.53, 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.

F17: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.79 to $288.81, 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 $289.87 to $289.96, 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.

F19: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.00 to $291.94, 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.

F20: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.36 to $296.74, 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.

F21: The reporting person received 2,434 shares of common stock upon the net exercise of 4,819 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 110 shares of common stock underlying the stock appreciation rights representing the base value and 2,275 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 February 16, 2021 of $262.70.

F22: 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.

F23: 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.

F24: 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.

F25: 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.

F26: 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 will vest in equal monthly installments over the following three (3) years subject to continued employment through such vesting date.