NOVAVAX INC — Director's Dealing 2021

Feb 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-05	Common Stock	M	417	$27.60	Acquired	704	Direct
2021-02-05	Common Stock	M	521	$46.00	Acquired	1225	Direct
2021-02-05	Common Stock	M	2084	$5.95	Acquired	3309	Direct
2021-02-05	Common Stock	S	19	$282.0032	Disposed	3290	Direct
2021-02-05	Common Stock	S	1020	$283.5012	Disposed	2270	Direct
2021-02-05	Common Stock	S	25	$284.82	Disposed	2245	Direct
2021-02-05	Common Stock	S	30	$287.03	Disposed	2215	Direct
2021-02-05	Common Stock	S	55	$289.4455	Disposed	2160	Direct
2021-02-05	Common Stock	S	57	$290.8644	Disposed	2103	Direct
2021-02-05	Common Stock	S	117	$291.7875	Disposed	1986	Direct
2021-02-05	Common Stock	S	272	$292.9057	Disposed	1714	Direct
2021-02-05	Common Stock	S	405	$293.9594	Disposed	1309	Direct
2021-02-05	Common Stock	S	625	$295.0458	Disposed	684	Direct
2021-02-05	Common Stock	S	238	$296.0137	Disposed	446	Direct
2021-02-05	Common Stock	S	104	$296.9642	Disposed	342	Direct
2021-02-05	Common Stock	S	30	$297.82	Disposed	312	Direct
2021-02-05	Common Stock	S	25	$298.80	Disposed	287	Direct
2021-02-05	Common Stock	M	384	$5.95	Acquired	671	Direct
2021-02-05	Common Stock	D	8	$290.18	Disposed	663	Direct
2021-02-05	Common Stock	F	182	$290.18	Disposed	481	Direct
2021-02-09	Common Stock	S	194	$324.50	Disposed	287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-05	Stock Option (Right to Buy)	$27.60	M	417	Disposed	2027-12-15	Common Stock (417)	Direct
2021-02-05	Stock Option (Right to Buy)	$46.00	M	521	Disposed	2028-12-13	Common Stock (521)	Direct
2021-02-05	Stock Option (Right to Buy)	$5.95	M	2084	Disposed	2029-09-26	Common Stock (2084)	Direct
2021-02-05	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 $282.00 to $282.02, 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.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $283.46 to $284.24, 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 $289.15 to $289.80, 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.

F5: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.35 to $291.17, 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 $291.36 to $292.32, 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.

F7: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.41 to $293.30, 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 $293.43 to $294.32, 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.

F9: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.5350 to $295.53, 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.

F10: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.56 to $296.47, 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 $296.66 to $297.38, 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 reporting person received 194 shares of common stock upon the net exercise of 384 stock appreciation rights. The reporting person forfeited 8 shares of common stock underlying the stock appreciation rights representing the base value and 182 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 5, 2021 of $290.18.

F13: 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.

F14: 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.

F15: 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.

F16: 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.