0001209191-21-007378.txt : 20210203 0001209191-21-007378.hdr.sgml : 20210203 20210203173720 ACCESSION NUMBER: 0001209191-21-007378 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210201 FILED AS OF DATE: 20210203 DATE AS OF CHANGE: 20210203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Herrmann John A III CENTRAL INDEX KEY: 0001610928 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26770 FILM NUMBER: 21587521 MAIL ADDRESS: STREET 1: C/O NOVAVAX, INC. STREET 2: 20 FIRSTFIELD ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 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 2021-02-01 0 0001000694 NOVAVAX INC NVAX 0001610928 Herrmann John A III C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG MD 20878 0 1 0 0 EVP, Chief Legal Officer Common Stock 2021-02-01 4 M 0 394 27.00 A 669 D Common Stock 2021-02-01 4 M 0 2214 27.00 A 2883 D Common Stock 2021-02-01 4 M 0 2085 27.60 A 4968 D Common Stock 2021-02-01 4 M 0 2080 46.00 A 7048 D Common Stock 2021-02-01 4 M 0 8249 5.95 A 15297 D Common Stock 2021-02-01 4 S 0 1443 239.0421 D 13854 D Common Stock 2021-02-01 4 S 0 4294 240.4282 D 9560 D Common Stock 2021-02-01 4 S 0 3331 241.5067 D 6229 D Common Stock 2021-02-01 4 S 0 2200 242.1968 D 4029 D Common Stock 2021-02-01 4 S 0 3754 243.25 D 275 D Stock Option (Right to Buy) 27.00 2021-02-01 4 M 0 394 0.00 D 2026-11-14 Common Stock 394 0 D Stock Option (Right to Buy) 27.00 2021-02-01 4 M 0 2214 0.00 D 2026-11-14 Common Stock 2214 0 D Stock Option (Right to Buy) 27.60 2021-02-01 4 M 0 2085 0.00 D 2027-12-15 Common Stock 2085 4592 D Stock Option (Right to Buy) 46.00 2021-02-01 4 M 0 2080 0.00 D 2028-12-13 Common Stock 2080 9591 D Stock Option (Right to Buy) 5.95 2021-02-01 4 M 0 8249 0.00 D 2029-09-26 Common Stock 8249 66001 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 $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. 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. 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. 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. 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. 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 subject to continued employment through such vesting date. /s/ John A. Herrmann III 2021-02-03