0001209191-21-056193.txt : 20210915 0001209191-21-056193.hdr.sgml : 20210915 20210915170320 ACCESSION NUMBER: 0001209191-21-056193 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210913 FILED AS OF DATE: 20210915 DATE AS OF CHANGE: 20210915 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: 211255954 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 2021-09-13 0 0001000694 NOVAVAX INC NVAX 0001468534 Trizzino John C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG MD 20878 0 1 0 0 EVP, CCO and CBO Common Stock 2021-09-13 4 M 0 7499 19.08 A 8217 D Common Stock 2021-09-13 4 S 0 429 231.2945 D 7788 D Common Stock 2021-09-13 4 S 0 1317 232.2444 D 6471 D Common Stock 2021-09-13 4 S 0 1279 233.2496 D 5192 D Common Stock 2021-09-13 4 S 0 1091 234.264 D 4101 D Common Stock 2021-09-13 4 S 0 1293 235.5035 D 2808 D Common Stock 2021-09-13 4 S 0 880 236.3807 D 1928 D Common Stock 2021-09-13 4 S 0 493 237.8407 D 1435 D Common Stock 2021-09-13 4 S 0 66 238.1259 D 1369 D Common Stock 2021-09-13 4 S 0 74 242.6209 D 1295 D Common Stock 2021-09-13 4 S 0 333 245.1604 D 962 D Common Stock 2021-09-13 4 S 0 244 247.3302 D 718 D Common Stock 2021-09-14 4 M 0 7499 19.08 A 8217 D Common Stock 2021-09-14 4 S 0 898 233.1722 D 7319 D Common Stock 2021-09-14 4 S 0 905 233.9006 D 6414 D Common Stock 2021-09-14 4 S 0 682 235.157 D 5732 D Common Stock 2021-09-14 4 S 0 1422 236.1646 D 4310 D Common Stock 2021-09-14 4 S 0 799 237.1383 D 3511 D Common Stock 2021-09-14 4 S 0 1423 238.1031 D 2088 D Common Stock 2021-09-14 4 S 0 564 238.9503 D 1524 D Common Stock 2021-09-14 4 S 0 590 240.3709 D 934 D Common Stock 2021-09-14 4 S 0 216 241.7017 D 718 D Stock Option (Right to Buy) 19.08 2021-09-13 4 M 0 7499 0.00 D 2030-04-17 Common Stock 7499 132501 D Stock Option (Right to Buy) 19.08 2021-09-14 4 M 0 7499 0.00 D 2030-04-17 Common Stock 7499 125002 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 $230.81 to $231.77, 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 sold 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 $231.83 to $232.82, 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 sold 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 $232.85 to $233.83, 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 sold 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 $233.85 to $234.81, 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 sold 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 $234.93 to $235.92, 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 sold 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 $235.93 to $236.79, 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 sold 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 $237.01 to $237.95, 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 sold 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 $238.04 to $238.85, 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 sold 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 $242.60 to $242.63, 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 sold 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 $245.13 to $245.17, 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 sold 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 $247.01 to $247.74, 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 sold 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 $232.52 to $233.48, 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 sold 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 $233.55 to $234.27, 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 sold 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 $234.62 to $235.61, 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 sold 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 $235.64 to $236.56, 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 sold 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 $236.68 to $237.65, 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 sold 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 $237.71 to $238.52, 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 sold 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 $238.71 to $239.43, 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 sold 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 $240.07 to $240.98, 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 sold 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 $241.66 to $241.75, 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 sold at each price within the range set forth in this footnote. On April 17, 2020, the reporting person was granted an option to purchase 140,000 shares of common stock of Novavax, Inc. (the "Company") pursuant to the Company's Amended and Restated 2015 Stock Incentive Plan, as amended. The vesting of the shares subject to this option grant is subject to the satisfaction of a performance-based vesting requirement, followed by time-based vesting. The performance metric required that the Company initiate a COVID-19 Phase 2 clinical trial within twelve (12) months of the grant date, which occurred when the Company initiated its Phase 2 clinical trial of NVX-CoV2373 in the U.S. on August 24, 2020. Following that event, fifty percent (50%) of the shares vested on August 24, 2021, the first anniversary of the initiation date, and the remaining fifty percent (50%) of the shares will vest on August 24, 2022, the second anniversary of the initiation date subject to continued employment through such vesting date. /s/ John A. Herrmann III, Attorney-in-Fact 2021-09-15