0001209191-21-009027.txt : 20210209 0001209191-21-009027.hdr.sgml : 20210209 20210209194044 ACCESSION NUMBER: 0001209191-21-009027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210205 FILED AS OF DATE: 20210209 DATE AS OF CHANGE: 20210209 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: 21608596 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 2021-02-05 0 0001000694 NOVAVAX INC NVAX 0001468534 Trizzino John C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG MD 20878 0 1 0 0 EVP, Chief Commercial Officer Common Stock 2021-02-05 4 M 0 417 27.60 A 704 D Common Stock 2021-02-05 4 M 0 521 46.00 A 1225 D Common Stock 2021-02-05 4 M 0 2084 5.95 A 3309 D Common Stock 2021-02-05 4 S 0 19 282.0032 D 3290 D Common Stock 2021-02-05 4 S 0 1020 283.5012 D 2270 D Common Stock 2021-02-05 4 S 0 25 284.82 D 2245 D Common Stock 2021-02-05 4 S 0 30 287.03 D 2215 D Common Stock 2021-02-05 4 S 0 55 289.4455 D 2160 D Common Stock 2021-02-05 4 S 0 57 290.8644 D 2103 D Common Stock 2021-02-05 4 S 0 117 291.7875 D 1986 D Common Stock 2021-02-05 4 S 0 272 292.9057 D 1714 D Common Stock 2021-02-05 4 S 0 405 293.9594 D 1309 D Common Stock 2021-02-05 4 S 0 625 295.0458 D 684 D Common Stock 2021-02-05 4 S 0 238 296.0137 D 446 D Common Stock 2021-02-05 4 S 0 104 296.9642 D 342 D Common Stock 2021-02-05 4 S 0 30 297.82 D 312 D Common Stock 2021-02-05 4 S 0 25 298.80 D 287 D Common Stock 2021-02-05 4 M 0 384 5.95 A 671 D Common Stock 2021-02-05 4 D 0 8 290.18 D 663 D Common Stock 2021-02-05 4 F 0 182 290.18 D 481 D Common Stock 2021-02-09 4 S 0 194 324.50 D 287 D Stock Option (Right to Buy) 27.60 2021-02-05 4 M 0 417 0.00 D 2027-12-15 Common Stock 417 4592 D Stock Option (Right to Buy) 46.00 2021-02-05 4 M 0 521 0.00 D 2028-12-13 Common Stock 521 11986 D Stock Option (Right to Buy) 5.95 2021-02-05 4 M 0 2084 0.00 D 2029-09-26 Common Stock 2084 66667 D Stock Appreciation Right 5.95 2021-02-05 4 M 0 384 0.00 D 2029-09-26 Common Stock 384 12267 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 $282.00 to $282.02, 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 $283.46 to $284.24, 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 $289.15 to $289.80, 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 $290.35 to $291.17, 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 $291.36 to $292.32, 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 $292.41 to $293.30, 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 $293.43 to $294.32, 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 $294.5350 to $295.53, 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 $295.56 to $296.47, 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 $296.66 to $297.38, 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 194 shares of common stock upon the net exercise of 384 stock appreciation rights. The reporting person forfeited 8 shares of common stock underlying the stock appreciation rights representing the base value and 182 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 February 5, 2021 of $290.18. 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 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. 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 subject to continued employment through such vesting date. /s/ John A. Herrmann III, Attorney-in-Fact 2021-02-09