NOVAVAX INC Form 4 (March 10, 2022) — Herrmann John A III

Summary

A Form 4 for NOVAVAX INC [NVAX] filed by John A. Herrmann III, EVP, Chief Legal Officer, reporting grants made on 03/10/2022 under the Amended and Restated 2015 Stock Incentive Plan. The reporting person received a stock option (right to buy) for 20,737 shares at $77.77 that expires 03/10/2032, and 13,825 restricted stock units. Twenty-five percent of the option shares will vest on the first anniversary of the March 10, 2022 grant date, with the rest vesting monthly over the following three years. The units vest one-third on each of the first three anniversaries. The form is signed /s/ John A. Herrmann III and dated 03/14/2022.

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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 * 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) 03/10/2022
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
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) | $ 77.77 | 03/10/2022 | A | 20,737 | (1) | 03/10/2032 | Common Stock | 20,737 | $ 0.00 | 20,737 | D
Restricted Stock Units | (2) | 03/10/2022 | A | 13,825 | (3) | (3) | Common Stock | 13,825 | $ 0.00 | 13,825 | D
Explanation of Responses:
1. Twenty-five percent (25%) of the shares subject to this option grant under the Novavax, Inc. (the "Company") Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"), will vest on the first anniversary of the March 10, 2022 grant date (the "Grant Date"), and the remaining seventy-five percent (75%) of the shares will vest in equal monthly installments over the following three (3) years, in each case subject to continued employment through such vesting date.
2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
3. One-third (1/3) of the RSUs subject to this grant under the Plan will vest on each of the first three (3) anniversaries of the Grant Date, in each case subject to continued employment through such vesting date.
Remarks:
/s/ John A. Herrmann III | 03/14/2022
** 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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Our copy

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Original

www.sec.gov