Gregory M. Glenn - 17 May 2021 Form 4 Insider Report for NOVAVAX INC (NVAX)

Signature
/s/ John A. Herrmann III, Attorney-in-Fact
Issuer symbol
NVAX
Transactions as of
17 May 2021
Net transactions value
-$1,306,906
Form type
4
Filing time
19 May 2021, 17:26:05 UTC
Next filing
17 Jun 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NVAX Common Stock Options Exercise $16,713 +619 +22% $27.00 3,430 17 May 2021 Direct F1
transaction NVAX Common Stock Options Exercise $23,957 +868 +25% $27.60 4,298 17 May 2021 Direct F1
transaction NVAX Common Stock Options Exercise $50,646 +1,101 +26% $46.00* 5,399 17 May 2021 Direct F1
transaction NVAX Common Stock Options Exercise $18,588 +3,124 +58% $5.95 8,523 17 May 2021 Direct F1
transaction NVAX Common Stock Sale $131,500 -1,000 -12% $131.50* 7,523 17 May 2021 Direct F1
transaction NVAX Common Stock Sale $179,414 -1,348 -18% $133.10* 6,175 17 May 2021 Direct F1, F2
transaction NVAX Common Stock Sale $454,353 -3,364 -54% $135.06* 2,811 17 May 2021 Direct F1, F3
transaction NVAX Common Stock Options Exercise $28,673 +4,819 +171% $5.95 7,630 17 May 2021 Direct F1, F4
transaction NVAX Common Stock Disposed to Issuer $28,733 -205 -2.7% $140.16* 7,425 17 May 2021 Direct F1, F4
transaction NVAX Common Stock Tax liability $312,417 -2,229 -30% $140.16* 5,196 17 May 2021 Direct F1, F4
transaction NVAX Common Stock Sale $8,574 -62 -1.2% $138.29* 5,134 19 May 2021 Direct F1, F5
transaction NVAX Common Stock Sale $12,463 -89 -1.7% $140.04* 5,045 19 May 2021 Direct F1, F6
transaction NVAX Common Stock Sale $143,770 -1,018 -20% $141.23* 4,027 19 May 2021 Direct F1, F7
transaction NVAX Common Stock Sale $83,282 -586 -15% $142.12* 3,441 19 May 2021 Direct F1, F8
transaction NVAX Common Stock Sale $42,799 -298 -8.7% $143.62* 3,143 19 May 2021 Direct F1, F9
transaction NVAX Common Stock Sale $23,386 -162 -5.2% $144.36* 2,981 19 May 2021 Direct F1, F10
transaction NVAX Common Stock Sale $24,792 -170 -5.7% $145.83* 2,811 19 May 2021 Direct F1, F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NVAX Stock Option (Right to Buy) Options Exercise $0 -619 -50% $0.000000 623 17 May 2021 Common Stock 619 $27.00 Direct F1, F12
transaction NVAX Stock Option (Right to Buy) Options Exercise $0 -868 -15% $0.000000 4,869 17 May 2021 Common Stock 868 $27.60 Direct F1, F13
transaction NVAX Stock Option (Right to Buy) Options Exercise $0 -1,101 -7.2% $0.000000 14,120 17 May 2021 Common Stock 1,101 $46.00 Direct F1, F14
transaction NVAX Stock Option (Right to Buy) Options Exercise $0 -3,124 -4.8% $0.000000 62,504 17 May 2021 Common Stock 3,124 $5.95 Direct F1, F15
transaction NVAX Stock Appreciation Right Options Exercise $0 -4,819 -9.3% $0.000000 46,824 17 May 2021 Common Stock 4,819 $5.95 Direct F1, F4, F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 $133.00 to $133.1301, 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 $134.6001 to $135.4601, 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 reporting person received 2,385 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 205 shares of common stock underlying the stock appreciation rights representing the base value and 2,229 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 May 17, 2021 of $140.16.
F5 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.27 to $138.30, 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.
F6 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.64 to $140.58, 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 $140.71 to $141.62, 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 $141.74 to $142.53, 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.
F9 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.14 to $144.06, 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 $144.21 to $144.61, 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 $145.53 to $146.19, 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 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.
F13 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.
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.