John A. Herrmann III - Aug 24, 2021 Form 4 Insider Report for NOVAVAX INC (NVAX)

Role: EVP, Chief Legal Officer
Signature: /s/ John A. Herrmann III
Stock symbol: NVAX
Transactions as of: Aug 24, 2021
Transactions value $: -$162,408
Form type: 4
Date filed: 9/24/2021, 05:08 PM
Previous filing: Jul 28, 2021
Next filing: Sep 3, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NVAX	Common Stock	Options Exercise		+2K			2K	Aug 24, 2021	By spouse	F1, F2
transaction	NVAX	Common Stock	Tax liability	-$162K	-697	-34.85%	$233.01	1.3K	Aug 24, 2021	By spouse	F2
holding	NVAX	Common Stock						706	Aug 24, 2021	Direct

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	Restricted Stock Units	Options Exercise	$0	-2K	-50%	$0.00	2K	Aug 24, 2021	Common Stock	2K		By spouse	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.
F2	The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F3	On April 17, 2020, the reporting person's spouse, who is a consultant for the Company, was granted 4,000 RSUs pursuant to the Company's Amended and Restated 2015 Stock Incentive Plan, as amended. The vesting of the RSUs subject to this 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 RSUs vested on August 24, 2021, the first anniversary of the initiation date, and the remaining fifty percent (50%) of the RSUs will vest on August 24, 2022, the second anniversary of the initiation date subject to continued service with the Company through such vesting date.
F4	The reporting person acquired beneficial ownership of these RSUs upon his marriage to the owner of the RSUs on May 31, 2021. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.