John A. Herrmann III - Dec 14, 2022 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: Dec 14, 2022
Transactions value $: -$12,061
Form type: 4
Date filed: 12/16/2022, 04:02 PM
Previous filing: Sep 28, 2022
Next filing: Mar 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NVAX	Common Stock	Options Exercise		+2.1K	+29.79%		9.15K	Dec 14, 2022	Direct	F1, F2
transaction	NVAX	Common Stock	Tax liability	-$12.1K	-700	-7.65%	$17.23	8.45K	Dec 14, 2022	Direct	F3, F4
holding	NVAX	Common Stock						3.38K	Dec 14, 2022	By spouse	F5

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	-2.1K	-50%	$0.00	2.1K	Dec 14, 2022	Common Stock	2.1K		Direct	F2, F6

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

Explanation of Responses:

Id	Content
F1	The shares were received by the Reporting Person in connection with vesting of restricted stock units ("RSUs").
F2	Each RSU represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.
F3	The shares were withheld by the Company to satisfy tax withholding obligations in connection with the vesting of RSUs.
F4	The shares reported on this Form 4 are subject to a lock-up agreement between the Reporting Person, J.P. Morgan Securities LLC and Jefferies LLC, dated December 14, 2022.
F5	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.
F6	The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the December 14, 2020 grant date, in each case subject to continued employment through such vesting date.