Gregory M. Glenn - 15 Jun 2021 Form 4 Insider Report for NOVAVAX INC (NVAX)

Signature
/s/ John A. Herrmann III, Attorney-in-Fact
Issuer symbol
NVAX
Transactions as of
15 Jun 2021
Net transactions value
-$1,847,797
Form type
4
Filing time
17 Jun 2021, 18:17:33 UTC
Previous filing
19 May 2021
Next filing
19 Jul 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NVAX Common Stock Options Exercise $16,821 +623 +22% $27.00 3,434 15 Jun 2021 Direct F1
transaction NVAX Common Stock Options Exercise $23,957 +868 +25% $27.60 4,302 15 Jun 2021 Direct F1
transaction NVAX Common Stock Options Exercise $50,646 +1,101 +26% $46.00* 5,403 15 Jun 2021 Direct F1
transaction NVAX Common Stock Options Exercise $18,588 +3,124 +58% $5.95 8,527 15 Jun 2021 Direct F1
transaction NVAX Common Stock Sale $184 -1 -0.01% $183.53* 8,526 15 Jun 2021 Direct F1
transaction NVAX Common Stock Sale $6,899 -37 -0.43% $186.45* 8,489 15 Jun 2021 Direct F1, F2
transaction NVAX Common Stock Sale $338,547 -1,810 -21% $187.04* 6,679 15 Jun 2021 Direct F1, F3
transaction NVAX Common Stock Sale $1,503 -8 -0.12% $187.86* 6,671 15 Jun 2021 Direct F1, F4
transaction NVAX Common Stock Sale $10,050 -53 -0.79% $189.62* 6,618 15 Jun 2021 Direct F1, F5
transaction NVAX Common Stock Sale $263,955 -1,387 -21% $190.31* 5,231 15 Jun 2021 Direct F1, F6
transaction NVAX Common Stock Sale $49,916 -261 -5% $191.25* 4,970 15 Jun 2021 Direct F1, F7
transaction NVAX Common Stock Sale $23,249 -121 -2.4% $192.14* 4,849 15 Jun 2021 Direct F1, F8
transaction NVAX Common Stock Sale $107,777 -557 -11% $193.50* 4,292 15 Jun 2021 Direct F1, F9
transaction NVAX Common Stock Sale $65,109 -335 -7.8% $194.35* 3,957 15 Jun 2021 Direct F1, F10
transaction NVAX Common Stock Sale $36,704 -188 -4.8% $195.24* 3,769 15 Jun 2021 Direct F1, F11
transaction NVAX Common Stock Sale $60,961 -310 -8.2% $196.65 3,459 15 Jun 2021 Direct F1, F12
transaction NVAX Common Stock Sale $39,678 -200 -5.8% $198.39 3,259 15 Jun 2021 Direct F1, F13
transaction NVAX Common Stock Sale $89,599 -448 -14% $200.00 2,811 15 Jun 2021 Direct F1, F14
transaction NVAX Common Stock Options Exercise $28,673 +4,819 +171% $5.95 7,630 15 Jun 2021 Direct F1, F15
transaction NVAX Common Stock Disposed to Issuer $28,809 -154 -2% $187.07* 7,476 15 Jun 2021 Direct F1, F15
transaction NVAX Common Stock Tax liability $421,656 -2,254 -30% $187.07* 5,222 15 Jun 2021 Direct F1, F15
transaction NVAX Common Stock Sale $441,887 -2,411 -46% $183.28* 2,811 17 Jun 2021 Direct F1, F16

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 -623 -100% $0.000000* 0 15 Jun 2021 Common Stock 623 $27.00 Direct F1, F17
transaction NVAX Stock Option (Right to Buy) Options Exercise $0 -868 -18% $0.000000 4,001 15 Jun 2021 Common Stock 868 $27.60 Direct F1, F18
transaction NVAX Stock Option (Right to Buy) Options Exercise $0 -1,101 -7.8% $0.000000 13,019 15 Jun 2021 Common Stock 1,101 $46.00 Direct F1, F19
transaction NVAX Stock Option (Right to Buy) Options Exercise $0 -3,124 -5% $0.000000 59,380 15 Jun 2021 Common Stock 3,124 $5.95 Direct F1, F20
transaction NVAX Stock Appreciation Right Options Exercise $0 -4,819 -10% $0.000000 42,005 15 Jun 2021 Common Stock 4,819 $5.95 Direct F1, F15, F21
* 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 $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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 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.
F12 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.
F13 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.
F14 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.
F15 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.
F16 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.
F17 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.
F18 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.
F19 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.
F20 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.
F21 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.