0001209191-21-027469.txt : 20210419
0001209191-21-027469.hdr.sgml : 20210419
20210419212455
ACCESSION NUMBER: 0001209191-21-027469
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210415
FILED AS OF DATE: 20210419
DATE AS OF CHANGE: 20210419
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: 21836084
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
2021-04-15
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
2021-04-15
4
M
0
619
27.00
A
3430
D
Common Stock
2021-04-15
4
M
0
868
27.60
A
4298
D
Common Stock
2021-04-15
4
M
0
1101
46.00
A
5399
D
Common Stock
2021-04-15
4
M
0
3124
5.95
A
8523
D
Common Stock
2021-04-15
4
S
0
560
196.7686
D
7963
D
Common Stock
2021-04-15
4
S
0
873
197.7023
D
7090
D
Common Stock
2021-04-15
4
S
0
717
198.696
D
6373
D
Common Stock
2021-04-15
4
S
0
959
199.8643
D
5414
D
Common Stock
2021-04-15
4
S
0
605
200.7673
D
4809
D
Common Stock
2021-04-15
4
S
0
833
201.9301
D
3976
D
Common Stock
2021-04-15
4
S
0
412
202.8489
D
3564
D
Common Stock
2021-04-15
4
S
0
391
204.0081
D
3173
D
Common Stock
2021-04-15
4
S
0
152
204.7128
D
3021
D
Common Stock
2021-04-15
4
S
0
83
205.6936
D
2938
D
Common Stock
2021-04-15
4
S
0
127
206.8201
D
2811
D
Common Stock
2021-04-15
4
M
0
4819
202.09
A
7630
D
Common Stock
2021-04-15
4
D
0
142
202.09
D
7488
D
Common Stock
2021-04-15
4
F
0
2260
202.09
D
5228
D
Common Stock
2021-04-19
4
S
0
61
213.7928
D
5167
D
Common Stock
2021-04-19
4
S
0
134
215.0143
D
5033
D
Common Stock
2021-04-19
4
S
0
417
216.1085
D
4616
D
Common Stock
2021-04-19
4
S
0
284
217.2205
D
4332
D
Common Stock
2021-04-19
4
S
0
153
218.4819
D
4179
D
Common Stock
2021-04-19
4
S
0
81
219.1744
D
4098
D
Common Stock
2021-04-19
4
S
0
437
220.5726
D
3661
D
Common Stock
2021-04-19
4
S
0
356
221.6707
D
3305
D
Common Stock
2021-04-19
4
S
0
494
224.5036
D
2811
D
Stock Option (Right to Buy)
27.00
2021-04-15
4
M
0
619
0.00
D
2026-11-14
Common Stock
619
1242
D
Stock Option (Right to Buy)
27.60
2021-04-15
4
M
0
868
0.00
D
2027-12-15
Common Stock
868
5737
D
Stock Option (Right to Buy)
46.00
2021-04-15
4
M
0
1101
0.00
D
2028-12-13
Common Stock
1101
15221
D
Stock Option (Right to Buy)
5.95
2021-04-15
4
M
0
3124
0.00
D
2029-09-26
Common Stock
3124
65628
D
Stock Appreciation Right
5.95
2021-04-15
4
M
0
4819
0.00
D
2029-09-26
Common Stock
4819
51643
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 $196.19 to $197.12, 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 $197.21 to $198.20, 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 $198.22 to $199.18, 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 $199.265 to $200.22, 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 $200.39 to $201.34, 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 $201.44 to $202.43, 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 $202.44 to $203.245, 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 $203.49 to $204.48, 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 $204.51 to $205.00, 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 $205.66 to $205.81, 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 $206.66 to $207.01, 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 2,417 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 142 shares of common stock underlying the stock appreciation rights representing the base value and 2,260 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 April 15, 2021 of $202.09.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.32 to $213.86, 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 $214.64 to $215.56, 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 $215.81 to $216.77, 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 $216.95 to $217.77, 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 $218.00 to $218.99, 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 $219.00 to $219.965, 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 $220.00 to $220.99, 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 $221.19 to $221.98, 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 $221.61 to $226.70, 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.
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 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
2021-04-19