NOVAVAX INC Form 4 (Sept. 29, 2021)

Summary

A Form 4 for NOVAVAX INC [NVAX] filed for Gregory M. Glenn, President, R&D, covering transactions on 09/27/2021 under a Rule 10b5-1 trading plan. An option for 2,083 shares was exercised at $5.95, and code S sales from $228.12 to $248.134 brought direct ownership to 4,061 shares. Footnote 13 states the net exercise of 1,377 stock appreciation rights delivered 693 shares, with 36 shares forfeited for the base value and 648 shares for withholding tax at the September 27, 2021 closing price of $231.04. Direct ownership ends at 4,754 shares. Table II lists 50,001 option shares and 33,051 stock appreciation rights remaining, both expiring 09/26/2029. The form is signed /s/ John A. Herrmann III, Attorney-in-Fact, dated 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 * Glenn Gregory M (Last) (First) (Middle) C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD (Street) GAITHERSBURG MD 20878 (City) (State) (Zip) | Glenn Gregory M | (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) President, R&D | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | President, R&D
3. Date of Earliest Transaction
 (Month/Day/Year) 09/29/2021
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 | 09/27/2021 | M (1) | 2,083 | A | $ 5.95 | 6,144 | D
Common Stock | 09/27/2021 | S (1) | 57 | D | $ 228.12 | 6,087 | D
Common Stock | 09/27/2021 | S (1) | 225 | D | $ 229.9924 (2) | 5,862 | D
Common Stock | 09/27/2021 | S (1) | 272 | D | $ 231.0668 (3) | 5,590 | D
Common Stock | 09/27/2021 | S (1) | 318 | D | $ 231.9969 (4) | 5,272 | D
Common Stock | 09/27/2021 | S (1) | 262 | D | $ 233.2368 (5) | 5,010 | D
Common Stock | 09/27/2021 | S (1) | 217 | D | $ 233.8694 (6) | 4,793 | D
Common Stock | 09/27/2021 | S (1) | 203 | D | $ 235.1024 (7) | 4,590 | D
Common Stock | 09/27/2021 | S (1) | 98 | D | $ 236.295 (8) | 4,492 | D
Common Stock | 09/27/2021 | S (1) | 57 | D | $ 237.29 | 4,435 | D
Common Stock | 09/27/2021 | S (1) | 124 | D | $ 239.041 (9) | 4,311 | D
Common Stock | 09/27/2021 | S (1) | 99 | D | $ 240.3657 (10) | 4,212 | D
Common Stock | 09/27/2021 | S (1) | 56 | D | $ 243.9805 (11) | 4,156 | D
Common Stock | 09/27/2021 | S (1) | 95 | D | $ 248.134 (12) | 4,061 | D
Common Stock | 09/27/2021 | M (1) (13) | 1,377 | A | $ 5.95 | 5,438 | D
Common Stock | 09/27/2021 | D (1) (13) | 36 | D | $ 231.04 | 5,402 | D
Common Stock | 09/27/2021 | F (1) (13) | 648 | D | $ 231.04 | 4,754 | 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) | $ 5.95 | 09/27/2021 | M (1) | 2,083 | (14) | 09/26/2029 | Common Stock | 2,083 | $ 0.00 | 50,001 | D
Stock Appreciation Right | $ 5.95 | 09/27/2021 | M (1) (13) | 1,377 | (15) | 09/26/2029 | Common Stock | 1,377 | $ 0.00 | 33,051 | 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 $229.40 to $230.28, 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 $230.58 to $231.37, 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 $231.63 to $232.46, 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 $232.64 to $233.59, 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 $233.76 to $234.08, 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 $234.82 to $235.38, 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.
8. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.85 to $236.74, 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.
9. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $238.57 to $239.16, 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 $240.30 to $240.43, 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 $243.96 to $243.99, 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 $247.99 to $248.55, 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 reporting person received 693 shares of common stock upon the net exercise of 1,377 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 36 shares of common stock underlying the stock appreciation rights representing the base value and 648 shares of common stock underlying the stock appreciation rights to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on September 27, 2021 of $231.04.
14. Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the September 26, 2019 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 subject to continued employment through such vesting date.
15. Twenty-five percent (25%) of the shares subject to this stock appreciation right grant under the Plan vested on the first anniversary of the September 26, 2019 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 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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