John A. Herrmann III - 26 Sep 2022 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: 26 Sep 2022
Net transactions value: -$29,852
Form type: 4
Filing time: 28 Sep 2022, 17:00:57 UTC
Previous filing: 26 Aug 2022
Next filing: 16 Dec 2022
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		+3,973	+90%		8,373	26 Sep 2022	Direct	F1
transaction	NVAX	Common Stock	Tax liability	$24,984	-1,324	-16%	$18.87	7,049	26 Sep 2022	Direct
transaction	NVAX	Common Stock	Options Exercise		+667	+22%		3,642	26 Sep 2022	By spouse	F1, F2
transaction	NVAX	Common Stock	Tax liability	$4,868	-258	-7.1%	$18.87	3,384	26 Sep 2022	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	Restricted Stock Units	Options Exercise	$0	-3,973	-100%	$0.000000^*	0	26 Sep 2022	Common Stock	3,973		Direct	F1, F3
transaction	NVAX	Restricted Stock Units	Options Exercise	$0	-667	-100%	$0.000000^*	0	26 Sep 2022	Common Stock	667		By spouse	F1, 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	The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the September 26, 2019 grant date (the "Grant Date"), in each case subject to continued employment through such vesting date.
F4	The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the Grant Date, in each case subject to continued service with the Company through such vesting date.