0001209191-21-041642.txt : 20210617
0001209191-21-041642.hdr.sgml : 20210617
20210617181733
ACCESSION NUMBER: 0001209191-21-041642
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210615
FILED AS OF DATE: 20210617
DATE AS OF CHANGE: 20210617
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: 211026258
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
2021-06-15
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
2021-06-15
4
M
0
623
27.00
A
3434
D
Common Stock
2021-06-15
4
M
0
868
27.60
A
4302
D
Common Stock
2021-06-15
4
M
0
1101
46.00
A
5403
D
Common Stock
2021-06-15
4
M
0
3124
5.95
A
8527
D
Common Stock
2021-06-15
4
S
0
1
183.5341
D
8526
D
Common Stock
2021-06-15
4
S
0
37
186.4507
D
8489
D
Common Stock
2021-06-15
4
S
0
1810
187.0428
D
6679
D
Common Stock
2021-06-15
4
S
0
8
187.8573
D
6671
D
Common Stock
2021-06-15
4
S
0
53
189.617
D
6618
D
Common Stock
2021-06-15
4
S
0
1387
190.3061
D
5231
D
Common Stock
2021-06-15
4
S
0
261
191.2479
D
4970
D
Common Stock
2021-06-15
4
S
0
121
192.1409
D
4849
D
Common Stock
2021-06-15
4
S
0
557
193.4963
D
4292
D
Common Stock
2021-06-15
4
S
0
335
194.3547
D
3957
D
Common Stock
2021-06-15
4
S
0
188
195.2353
D
3769
D
Common Stock
2021-06-15
4
S
0
310
196.6477
D
3459
D
Common Stock
2021-06-15
4
S
0
200
198.3902
D
3259
D
Common Stock
2021-06-15
4
S
0
448
199.9978
D
2811
D
Common Stock
2021-06-15
4
M
0
4819
5.95
A
7630
D
Common Stock
2021-06-15
4
D
0
154
187.07
D
7476
D
Common Stock
2021-06-15
4
F
0
2254
187.07
D
5222
D
Common Stock
2021-06-17
4
S
0
2411
183.2795
D
2811
D
Stock Option (Right to Buy)
27.00
2021-06-15
4
M
0
623
0.00
D
2026-11-14
Common Stock
623
0
D
Stock Option (Right to Buy)
27.60
2021-06-15
4
M
0
868
0.00
D
2027-12-15
Common Stock
868
4001
D
Stock Option (Right to Buy)
46.00
2021-06-15
4
M
0
1101
0.00
D
2028-12-13
Common Stock
1101
13019
D
Stock Option (Right to Buy)
5.95
2021-06-15
4
M
0
3124
0.00
D
2029-09-26
Common Stock
3124
59380
D
Stock Appreciation Right
5.95
2021-06-15
4
M
0
4819
0.00
D
2029-09-26
Common Stock
4819
42005
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 $185.5716 to $186.5537, 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 $186.7033 to $187.5411, 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 $187.7259 to $188.3374, 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 $188.821 to $189.7961, 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 $189.8292 to $190.8147, 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 $190.8553 to $191.7786, 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 $191.8887 to $192.8718, 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 $192.8987 to $193.8398, 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 $193.93 to $194.8924, 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 $194.9513 to $195.7341, 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 $196.297 to $196.93, 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 $198.1588 to $198.6379, 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 $199.99 to $200.00, 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 reporting person received 2411 shares of common stock upon the net exercise of 4819 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 154 shares of common stock underlying the stock appreciation rights representing the base value and 2254 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 June 15, 2021 of $187.07.
The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.00 to $183.65, 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.
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
2021-06-17