0001209191-21-059557.txt : 20211005 0001209191-21-059557.hdr.sgml : 20211005 20211005170523 ACCESSION NUMBER: 0001209191-21-059557 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211004 FILED AS OF DATE: 20211005 DATE AS OF CHANGE: 20211005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Erck Stanley C CENTRAL INDEX KEY: 0001342826 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26770 FILM NUMBER: 211307583 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 2021-10-04 0 0001000694 NOVAVAX INC NVAX 0001342826 Erck Stanley C C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG MD 20878 1 1 0 0 President and CEO Common Stock 2021-10-04 4 M 0 32000 27.60 A 55879 D Common Stock 2021-10-04 4 M 0 10829 27.00 A 66708 D Common Stock 2021-10-04 4 S 0 1392 166.9835 D 65316 D Common Stock 2021-10-04 4 S 0 3746 172.3631 D 61570 D Common Stock 2021-10-04 4 S 0 5038 173.4476 D 56532 D Common Stock 2021-10-04 4 S 0 3100 174.5619 D 53432 D Common Stock 2021-10-04 4 S 0 3600 175.6106 D 49832 D Common Stock 2021-10-04 4 S 0 4700 176.4753 D 45132 D Common Stock 2021-10-04 4 S 0 8890 177.5843 D 36242 D Common Stock 2021-10-04 4 S 0 8563 178.4634 D 27679 D Common Stock 2021-10-04 4 S 0 3300 179.4794 D 24379 D Common Stock 2021-10-04 4 S 0 500 180.58 D 23879 D Stock Option (Right to Buy) 27.60 2021-10-04 4 M 0 32000 0.00 D 2027-12-15 Common Stock 32000 36499 D Stock Option (Right to Buy) 27.00 2021-10-04 4 M 0 10829 0.00 D 2026-11-14 Common Stock 10829 0 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 $166.94 to $167.04, inclusive. The reporting person undertakes to provide to Novavax, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), 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 $171.92 to $172.88, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, 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 $172.93 to $173.92, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, 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 $174.01 to $174.97, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, 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 $175.01 to $175.99, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, 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 $176.01 to $176.99, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, 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 $177.03 to $178.02, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, 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 $178.04 to $178.98, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, 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 $179.05 to $180.00, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, 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 $180.31 to $180.74, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. Twenty-five percent (25%) of the shares subject to this option grant under the Company 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 each such vesting date. 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 the Company's common stock met or exceeded $80.00, $120.00, or $160.00, respectively, for twenty (20) consecutive trading days. The Company's common stock did not meet $160.00 for twenty (20) consecutive trading days and therefore 9,171 shares were cancelled. /s/ John A. Herrmann III, Attorney-in-Fact 2021-10-05