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Filing Details

Accession Number:: 0001209191-21-041642
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-06-17 18:17:33
Reporting Period:: 2021-06-15

Accepted Time:: 2021-06-17 18:17:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1000694	Novavax Inc	NVAX	Biological Products, (No Disgnostic Substances) (2836)	222816046

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1342823	M Gregory Glenn	C/O Novavax, Inc. 21 Firstfield Road Gaithersburg MD 20878	President, R&D	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-06-15	623	$27.00	3,434	No	4	M	Direct
Common Stock	Acquisiton	2021-06-15	868	$27.60	4,302	No	4	M	Direct
Common Stock	Acquisiton	2021-06-15	1,101	$46.00	5,403	No	4	M	Direct
Common Stock	Acquisiton	2021-06-15	3,124	$5.95	8,527	No	4	M	Direct
Common Stock	Disposition	2021-06-15	1	$183.53	8,526	No	4	S	Direct
Common Stock	Disposition	2021-06-15	37	$186.45	8,489	No	4	S	Direct
Common Stock	Disposition	2021-06-15	1,810	$187.04	6,679	No	4	S	Direct
Common Stock	Disposition	2021-06-15	8	$187.86	6,671	No	4	S	Direct
Common Stock	Disposition	2021-06-15	53	$189.62	6,618	No	4	S	Direct
Common Stock	Disposition	2021-06-15	1,387	$190.31	5,231	No	4	S	Direct
Common Stock	Disposition	2021-06-15	261	$191.25	4,970	No	4	S	Direct
Common Stock	Disposition	2021-06-15	121	$192.14	4,849	No	4	S	Direct
Common Stock	Disposition	2021-06-15	557	$193.50	4,292	No	4	S	Direct
Common Stock	Disposition	2021-06-15	335	$194.35	3,957	No	4	S	Direct
Common Stock	Disposition	2021-06-15	188	$195.24	3,769	No	4	S	Direct
Common Stock	Disposition	2021-06-15	310	$196.65	3,459	No	4	S	Direct
Common Stock	Disposition	2021-06-15	200	$198.39	3,259	No	4	S	Direct
Common Stock	Disposition	2021-06-15	448	$200.00	2,811	No	4	S	Direct
Common Stock	Acquisiton	2021-06-15	4,819	$5.95	7,630	No	4	M	Direct
Common Stock	Disposition	2021-06-15	154	$187.07	7,476	No	4	D	Direct
Common Stock	Disposition	2021-06-15	2,254	$187.07	5,222	No	4	F	Direct
Common Stock	Disposition	2021-06-17	2,411	$183.28	2,811	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	D	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right to Buy)	Disposition	2021-06-15	623	$0.00	623	$27.00
Common Stock	Stock Option (Right to Buy)	Disposition	2021-06-15	868	$0.00	868	$27.60
Common Stock	Stock Option (Right to Buy)	Disposition	2021-06-15	1,101	$0.00	1,101	$46.00
Common Stock	Stock Option (Right to Buy)	Disposition	2021-06-15	3,124	$0.00	3,124	$5.95
Common Stock	Stock Appreciation Right	Disposition	2021-06-15	4,819	$0.00	4,819	$5.95

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2026-11-14	No	4	M	Direct
4,001	2027-12-15	No	4	M	Direct
13,019	2028-12-13	No	4	M	Direct
59,380	2029-09-26	No	4	M	Direct
42,005	2029-09-26	No	4	M	Direct

Footnotes

The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.5716 to $186.5537, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.7033 to $187.5411, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.7259 to $188.3374, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.821 to $189.7961, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.8292 to $190.8147, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.8553 to $191.7786, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.8887 to $192.8718, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.8987 to $193.8398, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.93 to $194.8924, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.9513 to $195.7341, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.297 to $196.93, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.1588 to $198.6379, 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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.99 to $200.00, 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.
The reporting person received 2411 shares of common stock upon the net exercise of 4819 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 154 shares of common stock underlying the stock appreciation rights representing the base value and 2254 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 June 15, 2021 of $187.07.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.00 to $183.65, 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.
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.
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.
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.
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.
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.