NOVAVAX INC — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2020-12-31

Reporting Person: YOUNG JAMES F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Common Stock	M	1000	$50.00	Acquired	1000	Direct
2020-12-31	Common Stock	M	10000	$51.40	Acquired	11000	Direct
2020-12-31	Common Stock	S	9000	$112.9805	Disposed	2000	Direct
2020-12-31	Common Stock	S	2000	$113.595	Disposed	0	Direct
2021-01-01	Common Stock	M	10000	—	Acquired	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-31	Stock Option (Right to Buy)	$50.00	M	1000	Disposed	2021-03-10	Common Stock (1000)	Direct
2020-12-31	Stock Option (Right to Buy)	$51.40	M	10000	Disposed	2021-04-19	Common Stock (10000)	Direct
2021-01-01	Restricted Stock Units	$	M	10000	Disposed		Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1500	Indirect

Footnotes

F1: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.45 to $113.43, inclusive. The reporting person undertakes to provide to Novavax, Inc. (the "Company"), any security holder of the Company, 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.

F2: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.47 to $113.78, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, 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: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F5: Fifty percent (50%) of the RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested on January 1, 2021, and the remaining fifty percent (50%) of the RSUs subject to this grant will vest on July 1, 2021, in each case subject to continued service on the Company's Board of Directors through the vesting date.