NOVAVAX INC — Director's Dealing 2021

Feb 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-02-01

Reporting Person: Herrmann John A III (EVP, Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Common Stock	M	394	$27.00	Acquired	669	Direct
2021-02-01	Common Stock	M	2214	$27.00	Acquired	2883	Direct
2021-02-01	Common Stock	M	2085	$27.60	Acquired	4968	Direct
2021-02-01	Common Stock	M	2080	$46.00	Acquired	7048	Direct
2021-02-01	Common Stock	M	8249	$5.95	Acquired	15297	Direct
2021-02-01	Common Stock	S	1443	$239.0421	Disposed	13854	Direct
2021-02-01	Common Stock	S	4294	$240.4282	Disposed	9560	Direct
2021-02-01	Common Stock	S	3331	$241.5067	Disposed	6229	Direct
2021-02-01	Common Stock	S	2200	$242.1968	Disposed	4029	Direct
2021-02-01	Common Stock	S	3754	$243.25	Disposed	275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-01	Stock Option (Right to Buy)	$27.00	M	394	Disposed	2026-11-14	Common Stock (394)	Direct
2021-02-01	Stock Option (Right to Buy)	$27.00	M	2214	Disposed	2026-11-14	Common Stock (2214)	Direct
2021-02-01	Stock Option (Right to Buy)	$27.60	M	2085	Disposed	2027-12-15	Common Stock (2085)	Direct
2021-02-01	Stock Option (Right to Buy)	$46.00	M	2080	Disposed	2028-12-13	Common Stock (2080)	Direct
2021-02-01	Stock Option (Right to Buy)	$5.95	M	8249	Disposed	2029-09-26	Common Stock (8249)	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 $238.50 to $239.33, 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 $240.00 to $240.91, 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 $241.00 to $241.96, 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.

F5: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.00 to $242.69, 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: Twenty-five percent (25%) of the shares subject to this option grant under the Novavax, Inc. 2015 Stock Incentive Plan, as amended (the "Plan") 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 over the following three (3) years subject to continued employment through such vesting date.

F7: 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 2,084 shares were cancelled.

F8: 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.

F9: 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.

F10: 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.