NOVAVAX INC Form 4 (Oct. 26, 2021)

Summary

A Form 4 for NOVAVAX INC [NVAX] filed for Gregory M. Glenn, President, R&D, reporting transactions on 10/26/2021 under a Rule 10b5-1 trading plan. Options were exercised for 2,084 shares at $5.95 and 8,250 shares at $19.08, raising direct ownership to 14,395 shares, and code S sales from $130.9347 to $135.16 reduced it to 4,061 shares. Footnote 7 states that the net exercise of 1,378 stock appreciation rights delivered 680 shares, with 61 shares forfeited for the base value and 637 shares for withholding tax at the October 26, 2021 closing price of $134.99, leaving 4,741 shares. Table II shows 47,917, 132,000 and 31,673 remaining under the derivative grants. The form is signed /s/ John A. Herrmann III, Attorney-in-Fact, dated 10/28/2021.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

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) 10/26/2021
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 | 10/26/2021 | M (1) | 2,084 | A | $ 5.95 | 6,145 | D
Common Stock | 10/26/2021 | M (1) | 8,250 | A | $ 19.08 | 14,395 | D
Common Stock | 10/26/2021 | S (1) | 1,500 | D | $ 130.9347 (2) | 12,895 | D
Common Stock | 10/26/2021 | S (1) | 3,000 | D | $ 131.91 (3) | 9,895 | D
Common Stock | 10/26/2021 | S (1) | 3,134 | D | $ 133.0173 (4) | 6,761 | D
Common Stock | 10/26/2021 | S (1) | 1,700 | D | $ 133.8229 (5) | 5,061 | D
Common Stock | 10/26/2021 | S (1) | 1,000 | D | $ 135.16 (6) | 4,061 | D
Common Stock | 10/26/2021 | M (1) (7) | 1,378 | A | $ 5.95 | 5,439 | D
Common Stock | 10/26/2021 | D (1) (7) | 61 | D | $ 134.99 | 5,378 | D
Common Stock | 10/26/2021 | F (1) (7) | 637 | D | $ 134.99 | 4,741 | 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 | 10/26/2021 | M (1) | 2,084 | (8) | 09/26/2029 | Common Stock | 2,084 | $ 0.00 | 47,917 | D
Stock Option (Right to Buy) | $ 19.08 | 10/26/2021 | M (1) | 8,250 | (9) | 04/17/2030 | Common Stock | 8,250 | $ 0.00 | 132,000 | D
Stock Appreciation Right | $ 5.95 | 10/26/2021 | M (1) (7) | 1,378 | (10) | 09/26/2029 | Common Stock | 1,378 | $ 0.00 | 31,673 | 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 $130.40 to $131.34, 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.
3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.41 to $132.40, 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.
4. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.49 to $133.48, 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.
5. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.50 to $134.10, 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.
6. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.05 to $135.60, 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.
7. The reporting person received 680 shares of common stock upon the net exercise of 1,378 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 61 shares of common stock underlying the stock appreciation rights representing the base value and 637 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 October 26, 2021 of $134.99.
8. 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.
9. 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.
10. 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 | 10/28/2021
** 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.

File and source

File

SEC_NVAX_4_filed2021-10-28_0001209191-21-061919.xml

Size

29,617 bytes

SHA-256

f5f94589c6908cb2a2062d59bdc96f4815ace6242277c41ae50f27788d382e0a

Our copy

SEC_NVAX_4_filed2021-10-28_0001209191-21-061919.xml

Original

www.sec.gov