Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-009027
Date:2021-02-05
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 2021-02-05 M 417 a $27.60 704 direct
COMMON STOCK 2021-02-05 M 521 a $46.00 1,225 direct
COMMON STOCK 2021-02-05 M 2,084 a $5.95 3,309 direct
COMMON STOCK 2021-02-05 S 19 d $282.00 3,290 direct
COMMON STOCK 2021-02-05 S 1,020 d $283.50 2,270 direct
COMMON STOCK 2021-02-05 S 25 d $284.82 2,245 direct
COMMON STOCK 2021-02-05 S 30 d $287.03 2,215 direct
COMMON STOCK 2021-02-05 S 55 d $289.45 2,160 direct
COMMON STOCK 2021-02-05 S 57 d $290.86 2,103 direct
COMMON STOCK 2021-02-05 S 117 d $291.79 1,986 direct
COMMON STOCK 2021-02-05 S 272 d $292.91 1,714 direct
COMMON STOCK 2021-02-05 S 405 d $293.96 1,309 direct
COMMON STOCK 2021-02-05 S 625 d $295.05 684 direct
COMMON STOCK 2021-02-05 S 238 d $296.01 446 direct
COMMON STOCK 2021-02-05 S 104 d $296.96 342 direct
COMMON STOCK 2021-02-05 S 30 d $297.82 312 direct
COMMON STOCK 2021-02-05 S 25 d $298.80 287 direct
COMMON STOCK 2021-02-05 M 384 a $5.95 671 direct
COMMON STOCK 2021-02-05 D 8 d $290.18 663 direct
COMMON STOCK 2021-02-05 F 182 d $290.18 481 direct
COMMON STOCK 2021-02-09 S 194 d $324.50 287 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) 27.6 2021-02-05 deemed execution date M 417 (d) 2027-12-15 common stock 417 $27.60 4,592 direct
STOCK OPTION (RIGHT TO BUY) 46.0 2021-02-05 deemed execution date M 521 (d) 2028-12-13 common stock 521 $46.00 11,986 direct
STOCK OPTION (RIGHT TO BUY) 5.95 2021-02-05 deemed execution date M 2,084 (d) 2029-09-26 common stock 2,084 $5.95 66,667 direct
STOCK APPRECIATION RIGHT 5.95 2021-02-05 deemed execution date M 384 (d) 2029-09-26 common stock 384 $5.95 12,267 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 $282.00 to $282.02, 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 $283.46 to $284.24, 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 $289.15 to $289.80, 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 $290.35 to $291.17, 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 $291.36 to $292.32, 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 $292.41 to $293.30, 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 reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $293.43 to $294.32, 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.
f9 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $294.5350 to $295.53, 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 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $295.56 to $296.47, 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.
f11 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $296.66 to $297.38, 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.
f12 the reporting person received 194 shares of common stock upon the net exercise of 384 stock appreciation rights. the reporting person forfeited 8 shares of common stock underlying the stock appreciation rights representing the base value and 182 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 february 5, 2021 of $290.18.
f13 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 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.
f14 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.
f15 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.
f16 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 subject to continued employment through such vesting date.

Elevate your investments