0000904454-20-000592.txt : 20200820 0000904454-20-000592.hdr.sgml : 20200820 20200820182527 ACCESSION NUMBER: 0000904454-20-000592 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200818 FILED AS OF DATE: 20200820 DATE AS OF CHANGE: 20200820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trizzino John CENTRAL INDEX KEY: 0001468534 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26770 FILM NUMBER: 201121073 MAIL ADDRESS: STREET 1: 9920 BELWARD CAMPUS DRIVE CITY: ROCKVILLE STATE: MD ZIP: 20850 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOVAVAX INC CENTRAL INDEX KEY: 0001000694 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222816046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 21 FIRSTFIELD ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 240-268-2000 MAIL ADDRESS: STREET 1: 21 FIRSTFIELD ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2020-08-18 0001000694 NOVAVAX INC NVAX 0001468534 Trizzino John C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG MD 20878 0 1 0 0 EVP, CBO and CFO Common Stock 2020-08-18 4 M 0 11249 99.8 A 16336 D Common Stock 2020-08-18 4 M 0 5855 27 A 22191 D Common Stock 2020-08-18 4 M 0 1952 27 A 24143 D Common Stock 2020-08-18 4 M 0 13322 27.6 A 37465 D Common Stock 2020-08-18 4 M 0 10410 46 A 47875 D Common Stock 2020-08-18 4 S 0 776 142.85 D 47099 D Common Stock 2020-08-18 4 S 0 300 143.99 D 46799 D Common Stock 2020-08-18 4 S 0 4900 146.21 D 41899 D Common Stock 2020-08-18 4 S 0 8094 146.95 D 33805 D Common Stock 2020-08-18 4 S 0 9101 147.99 D 24704 D Common Stock 2020-08-18 4 S 0 6600 149.08 D 18104 D Common Stock 2020-08-18 4 S 0 1800 149.83 D 16304 D Common Stock 2020-08-18 4 S 0 4010 150.85 D 12294 D Common Stock 2020-08-18 4 S 0 4199 152.22 D 8095 D Common Stock 2020-08-18 4 S 0 1708 153.16 D 6387 D Common Stock 2020-08-18 4 S 0 1300 153.95 D 5087 D Stock Option (Right to Buy) 99.8 2020-08-18 4 M 0 11249 0.0 D 2026-03-15 Common Stock 11249 0.0 D Stock Option (Right to Buy) 27 2020-08-18 4 M 0 5855 0.0 D 2026-11-14 Common Stock 5855 394 D Stock Option (Right to Buy) 27.0 2020-08-18 4 M 0 1952 0.0 D 2026-11-14 Common Stock 1952 4298 D Stock Option (Right to Buy) 27.6 2020-08-18 4 M 0 13322 0.0 D 2027-12-15 Common Stock 13322 6677 D Stock Option (Right to Buy) 46 2020-08-18 4 M 0 10410 0 D 2028-12-13 Common Stock 10410 14589 D 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. /s/ John A. Herrmann III, Attorney-in-Fact 2020-08-20