0001209191-21-002621.txt : 20210107
0001209191-21-002621.hdr.sgml : 20210107
20210107190804
ACCESSION NUMBER: 0001209191-21-002621
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210105
FILED AS OF DATE: 20210107
DATE AS OF CHANGE: 20210107
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: 21515216
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-01-05
0
0001000694
NOVAVAX INC
NVAX
0001468534
Trizzino John
C/O NOVAVAX, INC.
21 FIRSTFIELD ROAD
GAITHERSBURG
MD
20878
0
1
0
0
EVP, CMO and CBO
Common Stock
2021-01-05
4
M
0
394
27.00
A
5481
D
Common Stock
2021-01-05
4
M
0
2214
27.00
A
7695
D
Common Stock
2021-01-05
4
M
0
1668
27.60
A
9363
D
Common Stock
2021-01-05
4
M
0
2082
46.00
A
11445
D
Common Stock
2021-01-05
4
M
0
6249
5.95
A
17694
D
Common Stock
2021-01-05
4
S
0
3700
110.2524
D
13994
D
Common Stock
2021-01-05
4
S
0
4164
111.1918
D
9830
D
Common Stock
2021-01-05
4
S
0
4194
112.19
D
5636
D
Common Stock
2021-01-05
4
S
0
3500
113.2889
D
2136
D
Common Stock
2021-01-05
4
S
0
1500
114.252
D
636
D
Common Stock
2021-01-05
4
S
0
349
115.1058
D
287
D
Common Stock
2021-01-05
4
M
0
1149
5.95
A
1436
D
Common Stock
2021-01-05
4
D
0
59
116.24
D
1377
D
Common Stock
2021-01-05
4
F
0
584
116.24
D
793
D
Common Stock
2021-01-07
4
S
0
506
124.1702
D
287
D
Stock Option (Right to Buy)
27.00
2021-01-05
4
M
0
394
0.00
D
2026-11-14
Common Stock
394
0
D
Stock Option (Right to Buy)
27.00
2021-01-05
4
M
0
2214
0.00
D
2026-11-14
Common Stock
2214
0
D
Stock Option (Right to Buy)
27.60
2021-01-05
4
M
0
1668
0.00
D
2027-12-15
Common Stock
1668
5009
D
Stock Option (Right to Buy)
46.00
2021-01-05
4
M
0
2082
0.00
D
2028-12-13
Common Stock
2082
12507
D
Stock Option (Right to Buy)
5.95
2021-01-05
4
M
0
6249
0.00
D
2029-09-26
Common Stock
6249
68751
D
Stock Appreciation Right
5.95
2021-01-05
4
M
0
1149
0.00
D
2029-09-26
Common Stock
1149
12651
D
The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.72 to $110.65,
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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.73 to $111.70,
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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.73 to $112.72,
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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.74 to $113.70,
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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.94 to $114.76,
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.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.06 to $115.15,
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.
The reporting person received 506 shares of common stock upon the net exercise of 1,149 stock appreciation rights. The reporting person forfeited 59
shares of common stock underlying the stock appreciation rights representing the base value and 584 shares of common stock underlying the stock
appreciation rights to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on January 5, 2021 of $116.24.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.03 to $124.57,
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.
Twenty-five percent (25%) of the shares subject to this option grant under the Novavax, Inc. Amended and Restated 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.
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.
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.
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.
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, in each case subject to continued employment through such vesting date.
Twenty-five percent (25%) of the shares subject to this stock appreciation right 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, in each case subject to continued employment through such vesting date.
/s/ John A. Herrmann III, Attorney-in-Fact
2021-01-07