NOVAVAX INC Form 4 (Dec. 14, 2021) — Glenn Gregory M

Summary

Gregory M. Glenn, President, R&D of NOVAVAX INC [NVAX], reports in this Form 4 restricted stock unit vesting on 12/14/2021 and option exercises and sales on 12/15/2021. On 12/14/2021, 3,100 shares were acquired on the units and 1,498 shares disposed of under code F at $168.43, leaving 5,663 shares. On 12/15/2021, under a Rule 10b5-1 trading plan, options for 1,024 shares at $27.6 and 662 shares were exercised, and code S sales from $168.8217 to $180.6211 returned direct ownership to 5,663 shares. Table II shows 6,200 units left from a December 14, 2020 grant, 0 under the option expiring 12/15/2027 and 7,944 under the option expiring 12/13/2028. The form is signed /s/ John A. Herrmann III, Attorney-in-Fact, dated 12/16/2021.

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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 * 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) 12/14/2021
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 | 12/14/2021 | M | 3,100 | A | (1) | 7,161 | D
Common Stock | 12/14/2021 | F | 1,498 | D | $ 168.43 | 5,663 | D
Common Stock | 12/15/2021 | M (2) | 1,024 | A | $ 27.6 | 6,687 | D
Common Stock | 12/15/2021 | M (2) | 662 | A | $ 46 | 7,349 | D
Common Stock | 12/15/2021 | S (2) | 117 | D | $ 168.8217 (3) | 7,232 | D
Common Stock | 12/15/2021 | S (2) | 213 | D | $ 170.4647 (4) | 7,019 | D
Common Stock | 12/15/2021 | S (2) | 254 | D | $ 171.4693 (5) | 6,765 | D
Common Stock | 12/15/2021 | S (2) | 248 | D | $ 172.3771 (6) | 6,517 | D
Common Stock | 12/15/2021 | S (2) | 91 | D | $ 173.2926 (7) | 6,426 | D
Common Stock | 12/15/2021 | S (2) | 137 | D | $ 174.6519 (8) | 6,289 | D
Common Stock | 12/15/2021 | S (2) | 67 | D | $ 175.8931 (9) | 6,222 | D
Common Stock | 12/15/2021 | S (2) | 223 | D | $ 176.8253 (10) | 5,999 | D
Common Stock | 12/15/2021 | S (2) | 103 | D | $ 178.9927 (11) | 5,896 | D
Common Stock | 12/15/2021 | S (2) | 206 | D | $ 179.5781 (12) | 5,690 | D
Common Stock | 12/15/2021 | S (2) | 27 | D | $ 180.6211 (13) | 5,663 | 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
Restricted Stock Units | (1) | 12/14/2021 | M | 3,100 | (14) | (14) | Common Stock | 3,100 | $ 0.00 | 6,200 | D
Stock Option (Right to Buy) | $ 27.6 | 12/15/2021 | M (2) | 1,024 | (15) | 12/15/2027 | Common Stock | 1,024 | $ 0.00 | 0 | D
Stock Option (Right to Buy) | $ 46 | 12/15/2021 | M (2) | 662 | (16) | 12/13/2028 | Common Stock | 662 | $ 0.00 | 7,944 | D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.
2. The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.61 to $169.27, inclusive. The reporting person undertakes to provide to 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.
4. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.78 to $170.71, 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 $170.94 to $171.93, 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.
6. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.97 to $172.96, 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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.97 to $173.79, 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.
8. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.03 to $175.00, 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.
9. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.31 to $176.29, 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.
10. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.42 to $177.36, 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.
11. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.29 to $179.26, 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.
12. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.31 to $179.89, 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.
13. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.47 to $180.81, 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.
14. The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan") vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the December 14, 2020 grant date, in each case subject to continued employment through such vesting date.
15. Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the December 15, 2017 grant date, and the remaining seventy-five percent (75%) of the shares vested in equal monthly installments over the following three (3) years subject to continued employment through such vesting date.
16. Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the December 13, 2018 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 | 12/16/2021
** 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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