NOVAVAX INC Form 4 (Sept. 28, 2021)

Summary

In this Form 4, John Trizzino, an officer of NOVAVAX INC [NVAX] with the title EVP, CCO and CBO, reports an option exercise and sales on 09/28/2021 effected under a Rule 10b5-1 trading plan. The exercise covered 7,501 shares at $19.08 and took direct ownership to 10,047 shares. The code S rows that follow begin at a weighted average price of $203.2628 and end at $229.9977, after which 2,546 shares are owned directly. After the exercise the option, with an expiration date of 04/17/2030, has 95,000 shares remaining. John A. Herrmann III signed as Attorney-in-Fact on 09/29/2021.

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Full text

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 * Trizzino John (Last) (First) (Middle) C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD (Street) GAITHERSBURG MD 20878 (City) (State) (Zip) | Trizzino John | (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, CCO and CBO | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | EVP, CCO and CBO
3. Date of Earliest Transaction
 (Month/Day/Year) 09/28/2021
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 | 09/28/2021 | M (1) | 7,501 | A | $ 19.08 | 10,047 | D
Common Stock | 09/28/2021 | S (1) | 839 | D | $ 203.2628 (2) | 9,208 | D
Common Stock | 09/28/2021 | S (1) | 1,141 | D | $ 204.123 (3) | 8,067 | D
Common Stock | 09/28/2021 | S (1) | 1,452 | D | $ 205.2541 (4) | 6,615 | D
Common Stock | 09/28/2021 | S (1) | 990 | D | $ 206.3028 (5) | 5,625 | D
Common Stock | 09/28/2021 | S (1) | 382 | D | $ 207.319 (6) | 5,243 | D
Common Stock | 09/28/2021 | S (1) | 312 | D | $ 208.4567 (7) | 4,931 | D
Common Stock | 09/28/2021 | S (1) | 112 | D | $ 209.57 (8) | 4,819 | D
Common Stock | 09/28/2021 | S (1) | 100 | D | $ 211.45 | 4,719 | D
Common Stock | 09/28/2021 | S (1) | 30 | D | $ 213.11 | 4,689 | D
Common Stock | 09/28/2021 | S (1) | 318 | D | $ 214.6475 (9) | 4,371 | D
Common Stock | 09/28/2021 | S (1) | 247 | D | $ 216.2094 (10) | 4,124 | D
Common Stock | 09/28/2021 | S (1) | 226 | D | $ 218.1284 (11) | 3,898 | D
Common Stock | 09/28/2021 | S (1) | 421 | D | $ 219.2639 (12) | 3,477 | D
Common Stock | 09/28/2021 | S (1) | 49 | D | $ 220.2218 (13) | 3,428 | D
Common Stock | 09/28/2021 | S (1) | 255 | D | $ 222.8629 (14) | 3,173 | D
Common Stock | 09/28/2021 | S (1) | 148 | D | $ 224.2398 (15) | 3,025 | D
Common Stock | 09/28/2021 | S (1) | 323 | D | $ 228.2517 (16) | 2,702 | D
Common Stock | 09/28/2021 | S (1) | 156 | D | $ 229.9977 (17) | 2,546 | 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 | 09/28/2021 | M (1) | 7,501 | (18) | 04/17/2030 | Common Stock | 7,501 | $ 0.00 | 95,000 | 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 $202.69 to $203.58, 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 $203.73 to $204.71, 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 $204.83 to $205.80, 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 $205.84 to $206.82, 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 $206.94 to $207.75, 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.
7. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.14 to $208.82, 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 $209.29 to $209.85, 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 $214.41 to $215.01, 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 $215.85 to $216.51, 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 $217.87 to $218.65, 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 $218.95 to $219.50, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.21 to $220.23, 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.
14. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.20 to $222.98, 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.
15. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.02 to $224.80, 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.
16. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.19 to $228.42, 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.
17. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.94 to $230.03, 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.
18. On April 17, 2020, the reporting person was granted an option to purchase 140,000 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, Attorney-in-Fact | 09/29/2021
** 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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