NOVAVAX INC Form 4 (Aug. 24, 2022) — Herrmann John A III

Summary

John A. Herrmann III, EVP, Chief Legal Officer of NOVAVAX INC [NVAX], reports in this Form 4 transactions on 08/24/2022 in securities owned indirectly, by spouse. Under code M, 2,000 restricted stock units became shares, bringing indirect ownership to 3,747 shares; under code F, 772 shares were disposed of at $37.07, leaving 2,975. The explanation states that on April 17, 2020 the reporting person's spouse, a consultant for the Company, was granted 4,000 RSUs, with vesting tied to the Company initiating a COVID-19 "Phase 2" clinical trial within twelve (12) months. It says that occurred on August 24, 2020, and half of the units vested on August 24, 2021 and the rest on August 24, 2022. The form is signed /s/ John A. Herrmann III, dated 08/26/2022.

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 * 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) 08/24/2022
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
Common Stock | 08/24/2022 | M | 2,000 | A | (1) | 3,747 (2) | I | By spouse
Common Stock | 08/24/2022 | F | 772 | D | $ 37.07 | 2,975 (2) | I | By spouse
Common Stock | 4,400 | 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) | 08/24/2022 | M | 2,000 | (3) | 04/17/2030 | Common Stock | 2,000 | $ 0.00 | 0 | I | By spouse
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 reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
3. On April 17, 2020, the reporting person's spouse, who is a consultant for the Company, was granted 4,000 RSUs pursuant to the Company's Amended and Restated 2015 Stock Incentive Plan, as amended. The vesting of the RSUs subject to this 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 RSUs vested on August 24, 2021, the first anniversary of the initiation date, and the remaining fifty percent (50%) of the RSUs vested on August 24, 2022, the second anniversary of the initiation date subject to continued service with the Company through such vesting date.
Remarks:
/s/ John A. Herrmann III | 08/26/2022
** 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.

File and source

File

SEC_NVAX_4_filed2022-08-26_0001209191-22-047756.xml

Size

18,548 bytes

SHA-256

ca621f7b4eafa6f88f072408af86e4c0ac82aa5af1d7342b71b021697969399c

Our copy

SEC_NVAX_4_filed2022-08-26_0001209191-22-047756.xml

Original

www.sec.gov