Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-002621
Date:2021-01-05
Issuer: NOVAVAX INC (NVAX)
Original Submission Date:

Reporting Person:

TRIZZINO JOHN
C/O NOVAVAX, INC.
21 FIRSTFIELD ROAD GAITHERSBURG, MD 20878

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-01-05 M 394 a $27.00 5,481 direct
COMMON STOCK 2021-01-05 M 2,214 a $27.00 7,695 direct
COMMON STOCK 2021-01-05 M 1,668 a $27.60 9,363 direct
COMMON STOCK 2021-01-05 M 2,082 a $46.00 11,445 direct
COMMON STOCK 2021-01-05 M 6,249 a $5.95 17,694 direct
COMMON STOCK 2021-01-05 S 3,700 d $110.25 13,994 direct
COMMON STOCK 2021-01-05 S 4,164 d $111.19 9,830 direct
COMMON STOCK 2021-01-05 S 4,194 d $112.19 5,636 direct
COMMON STOCK 2021-01-05 S 3,500 d $113.29 2,136 direct
COMMON STOCK 2021-01-05 S 1,500 d $114.25 636 direct
COMMON STOCK 2021-01-05 S 349 d $115.11 287 direct
COMMON STOCK 2021-01-05 M 1,149 a $5.95 1,436 direct
COMMON STOCK 2021-01-05 D 59 d $116.24 1,377 direct
COMMON STOCK 2021-01-05 F 584 d $116.24 793 direct
COMMON STOCK 2021-01-07 S 506 d $124.17 287 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 27.0 2021-01-05 deemed execution date M 394 (d) 2026-11-14 common stock 394 $27.00 0 direct
STOCK OPTION (RIGHT TO BUY) 27.0 2021-01-05 deemed execution date M 2,214 (d) 2026-11-14 common stock 2,214 $27.00 0 direct
STOCK OPTION (RIGHT TO BUY) 27.6 2021-01-05 deemed execution date M 1,668 (d) 2027-12-15 common stock 1,668 $27.60 5,009 direct
STOCK OPTION (RIGHT TO BUY) 46.0 2021-01-05 deemed execution date M 2,082 (d) 2028-12-13 common stock 2,082 $46.00 12,507 direct
STOCK OPTION (RIGHT TO BUY) 5.95 2021-01-05 deemed execution date M 6,249 (d) 2029-09-26 common stock 6,249 $5.95 68,751 direct
STOCK APPRECIATION RIGHT 5.95 2021-01-05 deemed execution date M 1,149 (d) 2029-09-26 common stock 1,149 $5.95 12,651 direct
Footnotes
IDfootnote
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 andexchange commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in thisfootnote.
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 andexchange commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in thisfootnote.
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 andexchange commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in thisfootnote.
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 andexchange commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in thisfootnote.
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 andexchange commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in thisfootnote.
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 andexchange commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in thisfootnote.
f8 the reporting person received 506 shares of common stock upon the net exercise of 1,149 stock appreciation rights. the reporting person forfeited 59shares of common stock underlying the stock appreciation rights representing the base value and 584 shares of common stock underlying the stockappreciation 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 andexchange commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in thisfootnote.
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.

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