Statement of Changes in Beneficial Ownership (4)
February 03 2021 - 5:38PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
Herrmann John A III |
2. Issuer Name and Ticker or Trading Symbol
NOVAVAX INC
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NVAX
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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 |
(Last)
(First)
(Middle)
C/O NOVAVAX, INC., 21 FIRSTFIELD ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/1/2021 |
(Street)
GAITHERSBURG, MD 20878
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/1/2021 | | M(1) | | 394 | A | $27.00 | 669 | D | |
Common Stock | 2/1/2021 | | M(1) | | 2214 | A | $27.00 | 2883 | D | |
Common Stock | 2/1/2021 | | M(1) | | 2085 | A | $27.60 | 4968 | D | |
Common Stock | 2/1/2021 | | M(1) | | 2080 | A | $46.00 | 7048 | D | |
Common Stock | 2/1/2021 | | M(1) | | 8249 | A | $5.95 | 15297 | D | |
Common Stock | 2/1/2021 | | S(1) | | 1443 | D | $239.0421 (2) | 13854 | D | |
Common Stock | 2/1/2021 | | S(1) | | 4294 | D | $240.4282 (3) | 9560 | D | |
Common Stock | 2/1/2021 | | S(1) | | 3331 | D | $241.5067 (4) | 6229 | D | |
Common Stock | 2/1/2021 | | S(1) | | 2200 | D | $242.1968 (5) | 4029 | D | |
Common Stock | 2/1/2021 | | S(1) | | 3754 | D | $243.25 | 275 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | $27.00 | 2/1/2021 | | M (1) | | | 394 | (6) | 11/14/2026 | Common Stock | 394 | $0.00 | 0 | D | |
Stock Option (Right to Buy) | $27.00 | 2/1/2021 | | M (1) | | | 2214 | (7) | 11/14/2026 | Common Stock | 2214 | $0.00 | 0 | D | |
Stock Option (Right to Buy) | $27.60 | 2/1/2021 | | M (1) | | | 2085 | (8) | 12/15/2027 | Common Stock | 2085 | $0.00 | 4592 | D | |
Stock Option (Right to Buy) | $46.00 | 2/1/2021 | | M (1) | | | 2080 | (9) | 12/13/2028 | Common Stock | 2080 | $0.00 | 9591 | D | |
Stock Option (Right to Buy) | $5.95 | 2/1/2021 | | M (1) | | | 8249 | (10) | 9/26/2029 | Common Stock | 8249 | $0.00 | 66001 | D | |
Explanation of Responses: |
(1) | The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
(2) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $238.50 to $239.33, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $240.00 to $240.91, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $241.00 to $241.96, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, 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 $242.00 to $242.69, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. |
(6) | Twenty-five percent (25%) of the shares subject to this option grant under the Novavax, Inc. 2015 Stock Incentive Plan, as amended (the "Plan") vested on the first anniversary of the November 14, 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. |
(7) | Vesting of the shares subject to this option grant under the Plan were 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 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, if at any time during the four-year period from the November 14, 2016 grant date, the volume-weighted average stock price of Novavax, Inc.'s common stock met or exceeded $80.00, $120.00, or $160.00, respectively, for twenty (20) consecutive trading days. Novavax Inc.'s common stock did not meet $160.00 for twenty (20) consecutive trading days and therefore 2,084 shares were cancelled. |
(8) | Twenty-five percent (25%) of the shares subject to this option grant under the Plan 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. |
(9) | Twenty-five percent (25%) of the shares subject to this option grant under the Plan 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. |
(10) | Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the September 26, 2019 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Herrmann John A III C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG, MD 20878 |
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| EVP, Chief Legal Officer |
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Signatures
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/s/ John A. Herrmann III | | 2/3/2021 |
**Signature of Reporting Person | Date |
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