0001209191-21-019275.txt : 20210309 0001209191-21-019275.hdr.sgml : 20210309 20210309193811 ACCESSION NUMBER: 0001209191-21-019275 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210305 FILED AS OF DATE: 20210309 DATE AS OF CHANGE: 20210309 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: 21727688 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 2021-03-05 0 0001000694 NOVAVAX INC NVAX 0001468534 Trizzino John C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG MD 20878 0 1 0 0 EVP, Chief Commercial Officer Common Stock 2021-03-05 4 M 0 417 27.60 A 704 D Common Stock 2021-03-05 4 M 0 521 46.00 A 1225 D Common Stock 2021-03-05 4 M 0 2083 5.95 A 3308 D Common Stock 2021-03-05 4 S 0 72 150.3117 D 3236 D Common Stock 2021-03-05 4 S 0 150 152.3945 D 3086 D Common Stock 2021-03-05 4 S 0 312 153.2446 D 2774 D Common Stock 2021-03-05 4 S 0 185 154.0024 D 2589 D Common Stock 2021-03-05 4 S 0 135 155.6403 D 2454 D Common Stock 2021-03-05 4 S 0 160 157.08 D 2294 D Common Stock 2021-03-05 4 S 0 101 159.0235 D 2193 D Common Stock 2021-03-05 4 S 0 172 160.8222 D 2021 D Common Stock 2021-03-05 4 S 0 162 163.5294 D 1859 D Common Stock 2021-03-05 4 S 0 263 166.4787 D 1596 D Common Stock 2021-03-05 4 S 0 167 167.7295 D 1429 D Common Stock 2021-03-05 4 S 0 91 168.8922 D 1338 D Common Stock 2021-03-05 4 S 0 336 170.2549 D 1002 D Common Stock 2021-03-05 4 S 0 314 171.2331 D 688 D Common Stock 2021-03-05 4 S 0 203 172.2375 D 485 D Common Stock 2021-03-05 4 S 0 186 173.5374 D 299 D Common Stock 2021-03-05 4 S 0 12 175.16 D 287 D Common Stock 2021-03-05 4 M 0 383 5.95 A 670 D Common Stock 2021-03-05 4 D 0 14 174.84 D 656 D Common Stock 2021-03-05 4 F 0 179 174.84 D 477 D Common Stock 2021-03-09 4 S 0 190 168.09 D 287 D Stock Option (Right to Buy) 27.60 2021-03-05 4 M 0 417 0.00 D 2027-12-15 Common Stock 417 4175 D Stock Option (Right to Buy) 46.00 2021-03-05 4 M 0 521 0.00 D 2028-12-13 Common Stock 521 11465 D Stock Option (Right to Buy) 5.95 2021-03-05 4 M 0 2083 0.00 D 2029-09-26 Common Stock 2083 64584 D Stock Appreciation Right 5.95 2021-03-05 4 M 0 383 0.00 D 2029-09-26 Common Stock 383 11884 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 $150.31 to $150.32, 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 $151.73 to $152.60, 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 $152.785 to $153.60, 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 $153.88 to $154.72, 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 $154.99 to $155.87, 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 $156.46 to $157.43, 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 $158.50 to $159.35, 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 $160.59 to $161.18, 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 $163.12 to $163.94, 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 $166.21 to $166.98, 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 $167.29 to $167.87, 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 $168.75 to $169.61, 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 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 $169.75 to $170.74, 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 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 $170.76 to $171.57, 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 $171.81 to $172.61, 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 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 $172.82 to $173.79, 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 purchased at each price within the range set forth in this footnote. The reporting person received 190 shares of common stock upon the net exercise of 383 stock appreciation rights. The reporting person forfeited 14 shares of common stock underlying the stock appreciation rights representing the base value and 179 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 March 5, 2021 of $174.84. Twenty-five percent (25%) of the shares subject to this option grant under the Novavax, Inc. 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 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 2021-03-09