Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-012107
Date:2021-02-16
Issuer: NOVAVAX INC (NVAX)
Original Submission Date:

Reporting Person:

GLENN GREGORY M
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 2021-02-16 M 619 a $27.00 3,430 direct
COMMON STOCK 2021-02-16 M 868 a $27.60 4,298 direct
COMMON STOCK 2021-02-16 M 1,101 a $46.00 5,399 direct
COMMON STOCK 2021-02-16 M 3,124 a $5.95 8,523 direct
COMMON STOCK 2021-02-16 S 138 d $272.42 8,385 direct
COMMON STOCK 2021-02-16 S 137 d $273.40 8,248 direct
COMMON STOCK 2021-02-16 S 225 d $274.80 8,023 direct
COMMON STOCK 2021-02-16 S 129 d $275.83 7,894 direct
COMMON STOCK 2021-02-16 S 377 d $277.09 7,517 direct
COMMON STOCK 2021-02-16 S 236 d $278.98 7,281 direct
COMMON STOCK 2021-02-16 S 156 d $280.71 7,125 direct
COMMON STOCK 2021-02-16 S 522 d $281.64 6,603 direct
COMMON STOCK 2021-02-16 S 653 d $282.13 5,950 direct
COMMON STOCK 2021-02-16 S 955 d $283.43 4,995 direct
COMMON STOCK 2021-02-16 S 1,204 d $284.25 3,791 direct
COMMON STOCK 2021-02-16 S 59 d $285.30 3,732 direct
COMMON STOCK 2021-02-16 S 148 d $286.26 3,584 direct
COMMON STOCK 2021-02-16 S 147 d $287.41 3,437 direct
COMMON STOCK 2021-02-16 S 9 d $288.80 3,428 direct
COMMON STOCK 2021-02-16 S 125 d $289.89 3,303 direct
COMMON STOCK 2021-02-16 S 413 d $291.57 2,890 direct
COMMON STOCK 2021-02-16 S 13 d $294.05 2,877 direct
COMMON STOCK 2021-02-16 S 66 d $296.59 2,811 direct
COMMON STOCK 2021-02-16 M 4,819 a $5.95 7,630 direct
COMMON STOCK 2021-02-16 D 110 d $262.70 7,520 direct
COMMON STOCK 2021-02-16 F 2,275 d $262.70 5,245 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 2021-02-16 deemed execution date M 619 (d) 2026-11-14 common stock 619 $27.00 2,480 direct
STOCK OPTION (RIGHT TO BUY) 27.6 2021-02-16 deemed execution date M 868 (d) 2027-12-15 common stock 868 $27.60 7,473 direct
STOCK OPTION (RIGHT TO BUY) 46.0 2021-02-16 deemed execution date M 1,101 (d) 2028-12-13 common stock 1,101 $46.00 17,423 direct
STOCK OPTION (RIGHT TO BUY) 5.95 2021-02-16 deemed execution date M 3,124 (d) 2029-09-26 common stock 3,124 $5.95 71,876 direct
STOCK APPRECIATION RIGHT 5.95 2021-02-16 deemed execution date M 4,819 (d) 2029-09-26 common stock 4,819 $5.95 61,281 direct
Footnotes
IDfootnote
f1 the transaction was effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person.
f2 includes 1,250 shares acquired under the issuer's amended and restated 2013 employee stock purchase plan, as amended, on january 31, 2021.
f3 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $271.60 to $272.50, 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 $273.17 to $274.14, 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 $274.18 to $275.02, 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.
f6 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $275.32 to $276.31, 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 $276.64 to $277.63, 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 $278.38 to $279.28, 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 $279.8050 to $280.80, 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.
f10 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $280.81 to $281.80, 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.
f11 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $281.85 to $282.79, 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 reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $282.89 to $283.88, 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.
f13 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $283.89 to $284.88, 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.
f14 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $284.89 to $285.54, 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.
f15 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $285.9150 to $286.70, 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.
f16 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $287.19 to $287.53, 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.
f17 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $288.79 to $288.81, 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.
f18 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $289.87 to $289.96, 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.
f19 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $291.00 to $291.94, 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.
f20 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $296.36 to $296.74, 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.
f21 the reporting person received 2,434 shares of common stock upon the net exercise of 4,819 stock appreciation rights under the novavax, inc. amended and restated 2015 stock incentive plan, as amended (the "plan"). the reporting person forfeited 110 shares of common stock underlying the stock appreciation rights representing the base value and 2,275 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 16, 2021 of $262.70.
f22 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 2,918 shares were cancelled.
f23 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.
f24 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.
f25 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.
f26 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 will vest in equal monthly installments over the following three (3) years subject to continued employment through such vesting date.

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