NOVAVAX INC Form 4 (Dec. 14, 2022) — Trizzino John

Summary

A Form 4 for NOVAVAX INC [NVAX] filed for John Trizzino, EVP, CCO and CBO, reporting 1,600 shares received on 12/14/2022 in connection with vesting of restricted stock units, bringing direct ownership to 7,695 shares. The Company withheld 773 shares at $17.23 for tax withholding obligations, leaving 6,922 shares. Table II lists 1,600 units still outstanding under the December 14, 2020 grant, which vests one-third (1/3) on each of the first three (3) anniversaries. The shares are subject to a lock-up agreement dated December 14, 2022 with J.P. Morgan Securities LLC and Jefferies LLC. John A. Herrmann III signed as Attorney-in-Fact on 12/16/2022.

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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 * Trizzino John (Last) (First) (Middle) C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD (Street) GAITHERSBURG MD 20878 (City) (State) (Zip) | Trizzino John | (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, CCO and CBO | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | EVP, CCO and CBO
3. Date of Earliest Transaction
 (Month/Day/Year) 12/14/2022
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 | 12/14/2022 | M (1) | 1,600 | A | (2) | 7,695 | D
Common Stock | 12/14/2022 | F (3) | 773 | D | $ 17.23 | 6,922 (4) | 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 | (2) | 12/14/2022 | M | 1,600 | (5) | (5) | Common Stock | 1,600 | $ 0.00 | 1,600 | D
Explanation of Responses:
1. The shares were received by the Reporting Person in connection with vesting of restricted stock units ("RSUs").
2. Each RSU represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.
3. The shares were withheld by the Company to satisfy tax withholding obligations in connection with the vesting of RSUs.
4. The shares reported on this Form 4 are subject to a lock-up agreement between the Reporting Person, J.P. Morgan Securities LLC and Jefferies LLC, dated December 14, 2022.
5. The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, 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.
Remarks:
/s/ John A. Herrmann III, Attorney-in-Fact | 12/16/2022
** 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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