NOVAVAX INC Form 4 (Oct. 29, 2022) — Rodgers Richard J

Summary

Richard J. Rodgers, a director of NOVAVAX INC [NVAX], reports in this Form 4 grants dated 10/29/2022 under code A: a stock option (right to buy) for 17,095 shares at an exercise price of $23.02, expiring 10/29/2032, and 11,400 restricted stock units. The explanation states that both the option shares and the units vest one-third (1/3) on each of the first three (3) anniversaries of the October 29, 2022 grant date, subject to continued service on the Company's Board of Directors. Each unit represents a contingent right to receive one share of Company common stock. The form is signed /s/ John A. Herrmann III, Attorney-in-Fact, dated 11/01/2022.

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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 * Rodgers Richard J (Last) (First) (Middle) C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD (Street) GAITHERSBURG MD 20878 (City) (State) (Zip) | Rodgers Richard J | (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) X Director 10% Owner Officer (give title below) Other (specify below) | X | Director | 10% Owner | Officer (give title below) | Other (specify below)
3. Date of Earliest Transaction
 (Month/Day/Year) 10/29/2022
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) | $ 23.02 | 10/29/2022 | A | 17,095 | 10/29/2023 (1) | 10/29/2032 | Common Stock | 17,095 | $ 0.00 | 17,095 | D
Restricted Stock Units | (2) | 10/29/2022 | A | 11,400 | (3) | (3) | Common Stock | 11,400 | $ 0.00 | 11,400 | D
Explanation of Responses:
1. 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 with respect to one-third (1/3) of the shares on each of the first three (3) anniversaries of the October 29, 2022 grant date (the "Grant Date"), in each case subject to continued service on the Company's Board of Directors through such vesting date.
2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Company common stock.
3. The RSUs subject to this grant under the Plan will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the Grant Date, in each case subject to continued service on the Company's Board of Directors through such vesting date.
Remarks:
/s/ John A. Herrmann III, Attorney-in-Fact | 11/01/2022
** 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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