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Filing Details

Accession Number:: 0001209191-21-061919
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-28 17:09:28
Reporting Period:: 2021-10-26

Accepted Time:: 2021-10-28 17:09:28
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	2021-10-26	2,084	$5.95	6,145	No	4	M	Direct
Common Stock	Acquisiton	2021-10-26	8,250	$19.08	14,395	No	4	M	Direct
Common Stock	Disposition	2021-10-26	1,500	$130.93	12,895	No	4	S	Direct
Common Stock	Disposition	2021-10-26	3,000	$131.91	9,895	No	4	S	Direct
Common Stock	Disposition	2021-10-26	3,134	$133.02	6,761	No	4	S	Direct
Common Stock	Disposition	2021-10-26	1,700	$133.82	5,061	No	4	S	Direct
Common Stock	Disposition	2021-10-26	1,000	$135.16	4,061	No	4	S	Direct
Common Stock	Acquisiton	2021-10-26	1,378	$5.95	5,439	No	4	M	Direct
Common Stock	Disposition	2021-10-26	61	$134.99	5,378	No	4	D	Direct
Common Stock	Disposition	2021-10-26	637	$134.99	4,741	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
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	M	Direct
No	4	D	Direct
No	4	F	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	2021-10-26	2,084	$0.00	2,084	$5.95
Common Stock	Stock Option (Right to Buy)	Disposition	2021-10-26	8,250	$0.00	8,250	$19.08
Common Stock	Stock Appreciation Right	Disposition	2021-10-26	1,378	$0.00	1,378	$5.95

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
47,917	2029-09-26	No	4	M	Direct
132,000	2030-04-17	No	4	M	Direct
31,673	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 $130.40 to $131.34, inclusive. The reporting person undertakes to provide to Novavax, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold 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 $131.41 to $132.40, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold 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 $132.49 to $133.48, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold 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 $133.50 to $134.10, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold 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 $135.05 to $135.60, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
The reporting person received 680 shares of common stock upon the net exercise of 1,378 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 61 shares of common stock underlying the stock appreciation rights representing the base value and 637 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 October 26, 2021 of $134.99.
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.
On April 17, 2020, the reporting person was granted an option to purchase 165,000 shares of common stock of the Company pursuant to the Plan. The vesting of the shares subject to this option grant is subject to the satisfaction of a performance-based vesting requirement, followed by time-based vesting. The performance metric required that the Company initiate a COVID-19 Phase 2 clinical trial within twelve (12) months of the grant date, which occurred when the Company initiated its Phase 2 clinical trial of NVX-CoV2373 in the U.S. on August 24, 2020. Following that event, fifty percent (50%) of the shares vested on August 24, 2021, the first anniversary of the initiation date, and the remaining fifty percent (50%) of the shares will vest on August 24, 2022, the second anniversary of the initiation date 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.