0001209191-21-061919.txt : 20211028 0001209191-21-061919.hdr.sgml : 20211028 20211028170928 ACCESSION NUMBER: 0001209191-21-061919 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211026 FILED AS OF DATE: 20211028 DATE AS OF CHANGE: 20211028 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: 211359366 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 2021-10-26 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 2021-10-26 4 M 0 2084 5.95 A 6145 D Common Stock 2021-10-26 4 M 0 8250 19.08 A 14395 D Common Stock 2021-10-26 4 S 0 1500 130.9347 D 12895 D Common Stock 2021-10-26 4 S 0 3000 131.91 D 9895 D Common Stock 2021-10-26 4 S 0 3134 133.0173 D 6761 D Common Stock 2021-10-26 4 S 0 1700 133.8229 D 5061 D Common Stock 2021-10-26 4 S 0 1000 135.16 D 4061 D Common Stock 2021-10-26 4 M 0 1378 5.95 A 5439 D Common Stock 2021-10-26 4 D 0 61 134.99 D 5378 D Common Stock 2021-10-26 4 F 0 637 134.99 D 4741 D Stock Option (Right to Buy) 5.95 2021-10-26 4 M 0 2084 0.00 D 2029-09-26 Common Stock 2084 47917 D Stock Option (Right to Buy) 19.08 2021-10-26 4 M 0 8250 0.00 D 2030-04-17 Common Stock 8250 132000 D Stock Appreciation Right 5.95 2021-10-26 4 M 0 1378 0.00 D 2029-09-26 Common Stock 1378 31673 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 $130.40 to $131.34, 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 $131.41 to $132.40, 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 $132.49 to $133.48, 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 $133.50 to $134.10, 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 $135.05 to $135.60, 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 reporting person received 680 shares of common stock upon the net exercise of 1,378 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 61 shares of common stock underlying the stock appreciation rights representing the base value and 637 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 October 26, 2021 of $134.99. 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. On April 17, 2020, the reporting person was granted an option to purchase 165,000 shares of common stock of the Company pursuant to the Plan. 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. 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 2021-10-28