Filip Dubovsky - Jun 16, 2023 Form 3 Insider Report for NOVAVAX INC (NVAX)

Role: President, R&D
Signature: /s/ John A. Herrmann III, Attorney-in-Fact
Stock symbol: NVAX
Transactions as of: Jun 16, 2023
Transactions value $: $0
Form type: 3
Date filed: 6/21/2023, 04:39 PM
Next filing: Sep 19, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NVAX	Common Stock						42.9K	Jun 16, 2023	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
holding	NVAX	Stock Option (Right to Buy)							Jun 16, 2023	Common Stock	15K	$0.00	Direct	F1
holding	NVAX	Restricted Stock Units							Jun 16, 2023	Common Stock	4.16K	$0.00	Direct	F2
holding	NVAX	Restricted Stock Units							Jun 16, 2023	Common Stock	1.4K	$0.00	Direct	F3
holding	NVAX	Stock Option (Right to Buy)							Jun 16, 2023	Common Stock	12.8K	$0.00	Direct	F4
holding	NVAX	Restricted Stock Units							Jun 16, 2023	Common Stock	2.83K	$0.00	Direct	F5
holding	NVAX	Restricted Stock Units							Jun 16, 2023	Common Stock	12.6K	$0.00	Direct	F6
holding	NVAX	Stock Option (Right to Buy)							Jun 16, 2023	Common Stock	24.2K	$0.00	Direct	F7
holding	NVAX	Restricted Stock Units							Jun 16, 2023	Common Stock	10.8K	$0.00	Direct	F8
holding	NVAX	Stock Option (Right to Buy)							Jun 16, 2023	Common Stock	67.4K	$0.00	Direct	F9
holding	NVAX	Restricted Stock Units							Jun 16, 2023	Common Stock	58.3K	$0.00	Direct	F10
holding	NVAX	Stock Option (Right to Buy)							Jun 16, 2023	Common Stock	50K	$0.00	Direct	F11

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

Explanation of Responses:

Id	Content
F1	Fifty percent (50%) of the shares subject to this option grant under the Novavax, Inc. (the "Company") Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"), vested on each of the first two (2) anniversaries of the June 16, 2020 grant date, subject to continued employment with the Company through such vesting date.
F2	The restricted stock units ("RSUs") subject to this grant under the Plan vested with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the June 16, 2020 grant date, in each case subject to continued employment with the Company through such vesting date.
F3	The RSUs subject to this grant under the Plan vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the November 5, 2020 grant date, in each case subject to continued employment with the Company through such vesting date.
F4	Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the December 14, 2020 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, in each case subject to continued employment with the Company through such vesting date.
F5	The RSUs subject to this grant under the Plan 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 with the Company through such vesting date.
F6	The RSUs subject to this grant under the Plan vested or will vest with respect to one-half (1/2) of the RSUs on each of the first two (2) anniversaries of the September 16, 2021 grant date, in each case subject to continued employment with the Company through such vesting date.
F7	Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the March 10, 2022 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, in each case subject to continued employment with the Company through such vesting date.
F8	The RSUs subject to this grant under the Plan vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the March 10, 2022 grant date, in each case subject to continued employment with the Company through such vesting date.
F9	Twenty-five percent (25%) of the shares subject to this option grant under the Plan will vest on the first anniversary of the March 7, 2023 grant date, and the remaining seventy-five percent (75%) of the shares will vest in equal monthly installments over the following three (3) years, in each case subject to continued employment with the Company through such vesting date.
F10	The RSUs subject to this grant under the Plan will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the March 7, 2023 grant date, in each case subject to continued employment with the Company through such vesting date.
F11	Twenty-five percent (25%) of the shares subject to this option grant under the Plan will vest on the first anniversary of the March 27, 2023 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, in each case subject to continued employment with the Company through such vesting date.

Remarks:

Exhibit 24 - Power of Attorney