Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-007378
Date:2021-02-01
Issuer: NOVAVAX INC (NVAX)
Original Submission Date:

Reporting Person:

HERRMANN JOHN A III
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 2021-02-01 M 394 a $27.00 669 direct
COMMON STOCK 2021-02-01 M 2,214 a $27.00 2,883 direct
COMMON STOCK 2021-02-01 M 2,085 a $27.60 4,968 direct
COMMON STOCK 2021-02-01 M 2,080 a $46.00 7,048 direct
COMMON STOCK 2021-02-01 M 8,249 a $5.95 15,297 direct
COMMON STOCK 2021-02-01 S 1,443 d $239.04 13,854 direct
COMMON STOCK 2021-02-01 S 4,294 d $240.43 9,560 direct
COMMON STOCK 2021-02-01 S 3,331 d $241.51 6,229 direct
COMMON STOCK 2021-02-01 S 2,200 d $242.20 4,029 direct
COMMON STOCK 2021-02-01 S 3,754 d $243.25 275 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 2021-02-01 deemed execution date M 394 (d) 2026-11-14 common stock 394 $27.00 0 direct
STOCK OPTION (RIGHT TO BUY) 27.0 2021-02-01 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 2021-02-01 deemed execution date M 2,085 (d) 2027-12-15 common stock 2,085 $27.60 4,592 direct
STOCK OPTION (RIGHT TO BUY) 46.0 2021-02-01 deemed execution date M 2,080 (d) 2028-12-13 common stock 2,080 $46.00 9,591 direct
STOCK OPTION (RIGHT TO BUY) 5.95 2021-02-01 deemed execution date M 8,249 (d) 2029-09-26 common stock 8,249 $5.95 66,001 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 $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.

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