0001209191-21-012107.txt : 20210218 0001209191-21-012107.hdr.sgml : 20210218 20210218185525 ACCESSION NUMBER: 0001209191-21-012107 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210216 FILED AS OF DATE: 20210218 DATE AS OF CHANGE: 20210218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Glenn Gregory M CENTRAL INDEX KEY: 0001342823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26770 FILM NUMBER: 21651276 MAIL ADDRESS: STREET 1: 20 FIRSTFIELD ROAD, #250 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 2021-02-16 0 0001000694 NOVAVAX INC NVAX 0001342823 Glenn Gregory M C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG MD 20878 0 1 0 0 President, R&D Common Stock 2021-02-16 4 M 0 619 27.00 A 3430 D Common Stock 2021-02-16 4 M 0 868 27.60 A 4298 D Common Stock 2021-02-16 4 M 0 1101 46.00 A 5399 D Common Stock 2021-02-16 4 M 0 3124 5.95 A 8523 D Common Stock 2021-02-16 4 S 0 138 272.4158 D 8385 D Common Stock 2021-02-16 4 S 0 137 273.3949 D 8248 D Common Stock 2021-02-16 4 S 0 225 274.7954 D 8023 D Common Stock 2021-02-16 4 S 0 129 275.8295 D 7894 D Common Stock 2021-02-16 4 S 0 377 277.0853 D 7517 D Common Stock 2021-02-16 4 S 0 236 278.9836 D 7281 D Common Stock 2021-02-16 4 S 0 156 280.7056 D 7125 D Common Stock 2021-02-16 4 S 0 522 281.6382 D 6603 D Common Stock 2021-02-16 4 S 0 653 282.1338 D 5950 D Common Stock 2021-02-16 4 S 0 955 283.4323 D 4995 D Common Stock 2021-02-16 4 S 0 1204 284.2484 D 3791 D Common Stock 2021-02-16 4 S 0 59 285.3044 D 3732 D Common Stock 2021-02-16 4 S 0 148 286.2617 D 3584 D Common Stock 2021-02-16 4 S 0 147 287.4066 D 3437 D Common Stock 2021-02-16 4 S 0 9 288.8022 D 3428 D Common Stock 2021-02-16 4 S 0 125 289.8864 D 3303 D Common Stock 2021-02-16 4 S 0 413 291.5714 D 2890 D Common Stock 2021-02-16 4 S 0 13 294.05 D 2877 D Common Stock 2021-02-16 4 S 0 66 296.5847 D 2811 D Common Stock 2021-02-16 4 M 0 4819 5.95 A 7630 D Common Stock 2021-02-16 4 D 0 110 262.70 D 7520 D Common Stock 2021-02-16 4 F 0 2275 262.70 D 5245 D Stock Option (Right to Buy) 27.00 2021-02-16 4 M 0 619 0.00 D 2026-11-14 Common Stock 619 2480 D Stock Option (Right to Buy) 27.60 2021-02-16 4 M 0 868 0.00 D 2027-12-15 Common Stock 868 7473 D Stock Option (Right to Buy) 46.00 2021-02-16 4 M 0 1101 0.00 D 2028-12-13 Common Stock 1101 17423 D Stock Option (Right to Buy) 5.95 2021-02-16 4 M 0 3124 0.00 D 2029-09-26 Common Stock 3124 71876 D Stock Appreciation Right 5.95 2021-02-16 4 M 0 4819 0.00 D 2029-09-26 Common Stock 4819 61281 D The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. Includes 1,250 shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan, as amended, on January 31, 2021. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $271.60 to $272.50, 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 $273.17 to $274.14, 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 $274.18 to $275.02, 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 $275.32 to $276.31, 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 $276.64 to $277.63, 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 $278.38 to $279.28, 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 $279.8050 to $280.80, 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 $280.81 to $281.80, 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 $281.85 to $282.79, 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 $282.89 to $283.88, 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 $283.89 to $284.88, 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 $284.89 to $285.54, 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 $285.9150 to $286.70, 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 $287.19 to $287.53, 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 $288.79 to $288.81, 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 $289.87 to $289.96, 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 $291.00 to $291.94, 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 $296.36 to $296.74, 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 2,434 shares of common stock upon the net exercise of 4,819 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 110 shares of common stock underlying the stock appreciation rights representing the base value and 2,275 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 16, 2021 of $262.70. 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 2,918 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. 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 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 2021-02-18