Gregory M. Glenn - 26 Oct 2021 Form 4 Insider Report for NOVAVAX INC (NVAX)

Signature
/s/ John A. Herrmann III, Attorney-in-Fact
Issuer symbol
NVAX
Transactions as of
26 Oct 2021
Net transactions value
-$1,287,881
Form type
4
Filing time
28 Oct 2021, 17:09:28 UTC
Previous filing
21 Oct 2021
Next filing
02 Nov 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NVAX Common Stock Options Exercise $12,400 +2,084 +51% $5.95 6,145 26 Oct 2021 Direct F1
transaction NVAX Common Stock Options Exercise $157,410 +8,250 +134% $19.08 14,395 26 Oct 2021 Direct F1
transaction NVAX Common Stock Sale $196,402 -1,500 -10% $130.93* 12,895 26 Oct 2021 Direct F1, F2
transaction NVAX Common Stock Sale $395,730 -3,000 -23% $131.91* 9,895 26 Oct 2021 Direct F1, F3
transaction NVAX Common Stock Sale $416,876 -3,134 -32% $133.02* 6,761 26 Oct 2021 Direct F1, F4
transaction NVAX Common Stock Sale $227,499 -1,700 -25% $133.82* 5,061 26 Oct 2021 Direct F1, F5
transaction NVAX Common Stock Sale $135,160 -1,000 -20% $135.16* 4,061 26 Oct 2021 Direct F1, F6
transaction NVAX Common Stock Options Exercise $8,199 +1,378 +34% $5.95 5,439 26 Oct 2021 Direct F1, F7
transaction NVAX Common Stock Disposed to Issuer $8,234 -61 -1.1% $134.99* 5,378 26 Oct 2021 Direct F1, F7
transaction NVAX Common Stock Tax liability $85,989 -637 -12% $134.99* 4,741 26 Oct 2021 Direct F1, F7

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 -2,084 -4.2% $0.000000 47,917 26 Oct 2021 Common Stock 2,084 $5.95 Direct F1, F8
transaction NVAX Stock Option (Right to Buy) Options Exercise $0 -8,250 -5.9% $0.000000 132,000 26 Oct 2021 Common Stock 8,250 $19.08 Direct F1, F9
transaction NVAX Stock Appreciation Right Options Exercise $0 -1,378 -4.2% $0.000000 31,673 26 Oct 2021 Common Stock 1,378 $5.95 Direct F1, F7, F10
* 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 $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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.