NOVAVAX INC Form 4 (Sept. 1, 2021)

Summary

John A. Herrmann III, an officer of NOVAVAX INC [NVAX] with the title EVP, Chief Legal Officer, files this Form 4 for transactions on 09/01/2021 under a Rule 10b5-1 trading plan. Under code M a stock option for 5,000 shares was exercised at $19.08, raising direct ownership to 5,706 shares; code S sales then leave 706 shares. Footnote 13 states the option comes from an April 17, 2020 grant of 125,000 shares whose performance metric required the Company to initiate a COVID-19 "Phase 2" clinical trial within twelve (12) months. It says that occurred on August 24, 2020 with the "Phase 2" trial of NVX-CoV2373, that fifty percent vested on August 24, 2021 and that the rest will vest on August 24, 2022. The form is signed /s/ John A. Herrmann III and dated 09/03/2021.

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SEC Form 4

FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB APPROVAL | OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB Number: | 3235-0287 | Estimated average burden | hours per response: | 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person * Herrmann John A III (Last) (First) (Middle) C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD (Street) GAITHERSBURG MD 20878 (City) (State) (Zip) | Herrmann John A III | (Last) | (First) | (Middle) | C/O NOVAVAX, INC. | 21 FIRSTFIELD ROAD | GAITHERSBURG | MD | 20878 | (City) | (State) | (Zip) | 2. Issuer Name and Ticker or Trading Symbol NOVAVAX INC [ NVAX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Chief Legal Officer | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | EVP, Chief Legal Officer
3. Date of Earliest Transaction
 (Month/Day/Year) 09/01/2021
4. If Amendment, Date of Original Filed
 (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person | X | Form filed by One Reporting Person | Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr.
 3) | 2. Transaction Date
 (Month/Day/Year) | 2A. Deemed Execution Date, if any
 (Month/Day/Year) | 3. Transaction Code (Instr.
 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr.
 3, 4 and 5) | 5.
 Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr.
 4) | 7. Nature of Indirect Beneficial Ownership (Instr.
 4)
Code | V | Amount | (A) or (D) | Price
Common Stock | 09/01/2021 | M (1) | 5,000 | A | $ 19.08 | 5,706 | D
Common Stock | 09/01/2021 | S (1) | 100 | D | $ 235.85 | 5,606 | D
Common Stock | 09/01/2021 | S (1) | 256 | D | $ 238.8056 (2) | 5,350 | D
Common Stock | 09/01/2021 | S (1) | 300 | D | $ 240.51 (3) | 5,050 | D
Common Stock | 09/01/2021 | S (1) | 100 | D | $ 241.39 | 4,950 | D
Common Stock | 09/01/2021 | S (1) | 500 | D | $ 242.974 (4) | 4,450 | D
Common Stock | 09/01/2021 | S (1) | 400 | D | $ 244.3275 (5) | 4,050 | D
Common Stock | 09/01/2021 | S (1) | 500 | D | $ 245.822 (6) | 3,550 | D
Common Stock | 09/01/2021 | S (1) | 300 | D | $ 246.8033 (7) | 3,250 | D
Common Stock | 09/01/2021 | S (1) | 100 | D | $ 248.33 | 3,150 | D
Common Stock | 09/01/2021 | S (1) | 344 | D | $ 250.0007 (8) | 2,806 | D
Common Stock | 09/01/2021 | S (1) | 400 | D | $ 251.6825 (9) | 2,406 | D
Common Stock | 09/01/2021 | S (1) | 600 | D | $ 253.1983 (10) | 1,806 | D
Common Stock | 09/01/2021 | S (1) | 400 | D | $ 254.83 (11) | 1,406 | D
Common Stock | 09/01/2021 | S (1) | 600 | D | $ 256.01 (12) | 806 | D
Common Stock | 09/01/2021 | S (1) | 100 | D | $ 237.23 | 706 | D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr.
 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date
 (Month/Day/Year) | 3A. Deemed Execution Date, if any
 (Month/Day/Year) | 4. Transaction Code (Instr.
 8) | 5.
 Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
 3, 4 and 5) | 6. Date Exercisable and Expiration Date
 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr.
 3 and 4) | 8. Price of Derivative Security (Instr.
 5) | 9.
 Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr.
 4) | 11. Nature of Indirect Beneficial Ownership (Instr.
 4)
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares
Stock Option (Right to Buy) | $ 19.08 | 09/01/2021 | M (1) | 5,000 | (13) | 04/17/2030 | Common Stock | 5,000 | $ 0.00 | 120,000 | D
Explanation of Responses:
1. The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
2. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $238.54 to $238.89, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $240.03 to $241.02, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
4. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.41 to $243.35, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
5. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.84 to $244.75, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
6. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.33 to $246.24, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
7. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.46 to $247.35, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
8. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.81 to $250.25, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
9. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.23 to $252.13, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
10. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.83 to $253.74, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
11. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $254.47 to $255.40, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
12. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $255.60 to $256.38, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
13. On April 17, 2020, the reporting person was granted an option to purchase 125,000 shares of common stock of Novavax, Inc. (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.
Remarks:
/s/ John A. Herrmann III | 09/03/2021
** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
 4

 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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