FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Trizzino John 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, CBO and CFO
(Last)         (First)         (Middle)
C/O NOVAVAX, INC., 21 FIRSTFIELD ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
8/18/2020
(Street)
GAITHERSBURG, MD 20878
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  8/18/2020    M    11249  A $99.8  16336  D   
Common Stock  8/18/2020    M    5855  A $27  22191  D   
Common Stock  8/18/2020    M    1952  A $27  24143  D   
Common Stock  8/18/2020    M    13322  A $27.6  37465  D   
Common Stock  8/18/2020    M    10410  A $46  47875  D   
Common Stock  8/18/2020    S    776  D $142.85 (1) 47099  D   
Common Stock  8/18/2020    S    300  D $143.99 (2) 46799  D   
Common Stock  8/18/2020    S    4900  D $146.21 (3) 41899  D   
Common Stock  8/18/2020    S    8094  D $146.95 (4) 33805  D   
Common Stock  8/18/2020    S    9101  D $147.99 (5) 24704  D   
Common Stock  8/18/2020    S    6600  D $149.08 (6) 18104  D   
Common Stock  8/18/2020    S    1800  D $149.83 (7) 16304  D   
Common Stock  8/18/2020    S    4010  D $150.85 (8) 12294  D   
Common Stock  8/18/2020    S    4199  D $152.22 (9) 8095  D   
Common Stock  8/18/2020    S    1708  D $153.16 (10) 6387  D   
Common Stock  8/18/2020    S    1300  D $153.95 (11) 5087  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  $99.8  8/18/2020    M        11249    (12) 3/15/2026  Common Stock  11249  $0.0  0.0  D   
Stock Option (Right to Buy)  $27  8/18/2020    M        5855    (13) 11/14/2026  Common Stock  5855  $0.0  394  D   
Stock Option (Right to Buy)  $27.0  8/18/2020    M        1952    (14) 11/14/2026  Common Stock  1952  $0.0  4298  D   
Stock Option (Right to Buy)  $27.6  8/18/2020    M        13322    (15) 12/15/2027  Common Stock  13322  $0.0  6677  D   
Stock Option (Right to Buy)  $46  8/18/2020    M        10410    (16) 12/13/2028  Common Stock  10410  $0  14589  D   

Explanation of Responses:
(1)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.31 to $143.19, inclusive. The reporting person undertakes to provide to Novavax, Inc. (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 purchased at each price within the range set forth in this footnote.
(2)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.99 to $144.00, 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 purchased at each price within the range set forth in this footnote.
(3)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.52 to $146.51, 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 purchased 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 $146.52 to $147.51, 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 purchased 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 $147.52 to $148.51, 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 purchased 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 $148.52 to $149.50, 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 purchased 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 $149.59 to $150.50, 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 purchased 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 $150.59 to $151.35, 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 purchased 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 $151.76 to $152.74, 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 purchased 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 $152.78 to $153.69, 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 purchased 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 $153.81 to $154.25, 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 purchased at each price within the range set forth in this footnote.
(12)  Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the March 15, 2016 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.
(13)  Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the November 14, 2016 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.
(14)  Vesting of the shares subject to this option grant is subject to the satisfaction of both (1) a time-based vesting requirement, pursuant to which twenty-five percent (25%) of the shares vested on the first anniversary of the November 14, 2016 grant date, and the remaining seventy-five percent (75%) of the shares vested or will vest in equal monthly installments on the first of each month over the following three (3) years, subject to continued employment through such vesting date, and (2) a performance-based vesting requirement, pursuant to which 33.33%, 33.33%, and 33.34% of the shares vested or will vest if, at any time during the four-year period from the November 14, 2016 grant date, the volume-weighted average stock price of the Company's common stock meets or exceeds $80.00, $120.00, or $160.00, respectively, for twenty (20) consecutive trading days.
(15)  Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the December 15, 2017 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.
(16)  Twenty-five percent (25%) of the shares subject to this option grant 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Trizzino John
C/O NOVAVAX, INC.
21 FIRSTFIELD ROAD
GAITHERSBURG, MD 20878


EVP, CBO and CFO

Signatures
/s/ John A. Herrmann III, Attorney-in-Fact 8/20/2020
**Signature of Reporting Person Date
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