John A. Herrmann III - 29 Nov 2021 Form 4 Insider Report for NOVAVAX INC (NVAX)

Role: EVP, Chief Legal Officer
Signature: /s/ John A. Herrmann III
Issuer symbol: NVAX
Transactions as of: 29 Nov 2021
Net transactions value: -$1,048,200
Form type: 4
Filing time: 01 Dec 2021, 16:02:55 UTC
Previous filing: 05 Nov 2021
Next filing: 03 Dec 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NVAX	Common Stock	Options Exercise	$95,400	+5,000	+181%	$19.08	7,760	29 Nov 2021	Direct	F1
transaction	NVAX	Common Stock	Sale	$1,143,600	-5,000	-64%	$228.72	2,760	29 Nov 2021	Direct	F1
holding	NVAX	Common Stock						1,747	29 Nov 2021	By spouse	F2

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	-5,000	-5%	$0.000000	95,000	29 Nov 2021	Common Stock	5,000	$19.08	Direct	F1, F3

* 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 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 was granted an option to purchase 125,000 shares of common stock of the Company pursuant to the Company's Amended and Restated 2015 Stock Incentive Plan, as amended. 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.