NOVAVAX INC — Director's Dealing 2021

Jan 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2021-01-05

Reporting Person: Trizzino John (EVP, CMO and CBO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-05	Common Stock	M	394	$27.00	Acquired	5481	Direct
2021-01-05	Common Stock	M	2214	$27.00	Acquired	7695	Direct
2021-01-05	Common Stock	M	1668	$27.60	Acquired	9363	Direct
2021-01-05	Common Stock	M	2082	$46.00	Acquired	11445	Direct
2021-01-05	Common Stock	M	6249	$5.95	Acquired	17694	Direct
2021-01-05	Common Stock	S	3700	$110.2524	Disposed	13994	Direct
2021-01-05	Common Stock	S	4164	$111.1918	Disposed	9830	Direct
2021-01-05	Common Stock	S	4194	$112.19	Disposed	5636	Direct
2021-01-05	Common Stock	S	3500	$113.2889	Disposed	2136	Direct
2021-01-05	Common Stock	S	1500	$114.252	Disposed	636	Direct
2021-01-05	Common Stock	S	349	$115.1058	Disposed	287	Direct
2021-01-05	Common Stock	M	1149	$5.95	Acquired	1436	Direct
2021-01-05	Common Stock	D	59	$116.24	Disposed	1377	Direct
2021-01-05	Common Stock	F	584	$116.24	Disposed	793	Direct
2021-01-07	Common Stock	S	506	$124.1702	Disposed	287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-05	Stock Option (Right to Buy)	$27.00	M	394	Disposed	2026-11-14	Common Stock (394)	Direct
2021-01-05	Stock Option (Right to Buy)	$27.00	M	2214	Disposed	2026-11-14	Common Stock (2214)	Direct
2021-01-05	Stock Option (Right to Buy)	$27.60	M	1668	Disposed	2027-12-15	Common Stock (1668)	Direct
2021-01-05	Stock Option (Right to Buy)	$46.00	M	2082	Disposed	2028-12-13	Common Stock (2082)	Direct
2021-01-05	Stock Option (Right to Buy)	$5.95	M	6249	Disposed	2029-09-26	Common Stock (6249)	Direct
2021-01-05	Stock Appreciation Right	$5.95	M	1149	Disposed	2029-09-26	Common Stock (1149)	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 $109.72 to $110.65,
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.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.73 to $111.70,
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.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.73 to $112.72,
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.

F5: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.74 to $113.70,
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.

F6: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.94 to $114.76,
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 $115.06 to $115.15,
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 reporting person received 506 shares of common stock upon the net exercise of 1,149 stock appreciation rights. The reporting person forfeited 59
shares of common stock underlying the stock appreciation rights representing the base value and 584 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 January 5, 2021 of $116.24.

F9: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.03 to $124.57,
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.

F10: 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 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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, in each case subject to continued employment through such vesting date.

F15: 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, in each case subject to continued employment through such vesting date.