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