Gregory M. Glenn - Nov 23, 2021 Form 4 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: Nov 23, 2021
Transactions value $: -$1,488,504
Form type: 4
Date filed: 11/24/2021, 04:21 PM
Previous filing: Nov 17, 2021
Next filing: Nov 30, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NVAX	Common Stock	Options Exercise	$157K	+8.25K	+203.15%	$19.08	12.3K	Nov 23, 2021	Direct	F1
transaction	NVAX	Common Stock	Sale	-$157K	-800	-6.5%	$196.43^*	11.5K	Nov 23, 2021	Direct	F1, F2
transaction	NVAX	Common Stock	Sale	-$276K	-1.4K	-12.16%	$197.44^*	10.1K	Nov 23, 2021	Direct	F1, F3
transaction	NVAX	Common Stock	Sale	-$252K	-1.27K	-12.57%	$198.47^*	8.84K	Nov 23, 2021	Direct	F1, F4
transaction	NVAX	Common Stock	Sale	-$277K	-1.39K	-15.69%	$199.51^*	7.45K	Nov 23, 2021	Direct	F1, F5
transaction	NVAX	Common Stock	Sale	-$321K	-1.6K	-21.47%	$200.55^*	5.85K	Nov 23, 2021	Direct	F1, F6
transaction	NVAX	Common Stock	Sale	-$145K	-722	-12.34%	$201.48^*	5.13K	Nov 23, 2021	Direct	F1, F7
transaction	NVAX	Common Stock	Sale	-$176K	-870	-16.96%	$202.65^*	4.26K	Nov 23, 2021	Direct	F1, F8
transaction	NVAX	Common Stock	Sale	-$40.7K	-200	-4.69%	$203.62^*	4.06K	Nov 23, 2021	Direct	F1, F9

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	-8.25K	-7.69%	$0.00	99K	Nov 23, 2021	Common Stock	8.25K	$19.08	Direct	F1, 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 $195.90 to $196.89, 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 $197.00 to $197.89, 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 $198.00 to $198.98, 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 $199.01 to $199.99, 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 $200.01 to $200.97, 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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.02 to $202.01, 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.
F8	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.04 to $203.00, 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.
F9	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.30 to $203.93, 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.
F10	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.