0001209191-21-034071.txt : 20210519 0001209191-21-034071.hdr.sgml : 20210519 20210519172605 ACCESSION NUMBER: 0001209191-21-034071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210517 FILED AS OF DATE: 20210519 DATE AS OF CHANGE: 20210519 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: 21941352 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 2021-05-17 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 2021-05-17 4 M 0 619 27.00 A 3430 D Common Stock 2021-05-17 4 M 0 868 27.60 A 4298 D Common Stock 2021-05-17 4 M 0 1101 46.00 A 5399 D Common Stock 2021-05-17 4 M 0 3124 5.95 A 8523 D Common Stock 2021-05-17 4 S 0 1000 131.50 D 7523 D Common Stock 2021-05-17 4 S 0 1348 133.0965 D 6175 D Common Stock 2021-05-17 4 S 0 3364 135.0632 D 2811 D Common Stock 2021-05-17 4 M 0 4819 5.95 A 7630 D Common Stock 2021-05-17 4 D 0 205 140.16 D 7425 D Common Stock 2021-05-17 4 F 0 2229 140.16 D 5196 D Common Stock 2021-05-19 4 S 0 62 138.29 D 5134 D Common Stock 2021-05-19 4 S 0 89 140.0393 D 5045 D Common Stock 2021-05-19 4 S 0 1018 141.2277 D 4027 D Common Stock 2021-05-19 4 S 0 586 142.1194 D 3441 D Common Stock 2021-05-19 4 S 0 298 143.6206 D 3143 D Common Stock 2021-05-19 4 S 0 162 144.36 D 2981 D Common Stock 2021-05-19 4 S 0 170 145.8349 D 2811 D Stock Option (Right to Buy) 27.00 2021-05-17 4 M 0 619 0.00 D 2026-11-14 Common Stock 619 623 D Stock Option (Right to Buy) 27.60 2021-05-17 4 M 0 868 0.00 D 2027-12-15 Common Stock 868 4869 D Stock Option (Right to Buy) 46.00 2021-05-17 4 M 0 1101 0.00 D 2028-12-13 Common Stock 1101 14120 D Stock Option (Right to Buy) 5.95 2021-05-17 4 M 0 3124 0.00 D 2029-09-26 Common Stock 3124 62504 D Stock Appreciation Right 5.95 2021-05-17 4 M 0 4819 0.00 D 2029-09-26 Common Stock 4819 46824 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 $133.00 to $133.1301, 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 $134.6001 to $135.4601, 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 2,385 shares of common stock upon the net exercise of 4,819 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 205 shares of common stock underlying the stock appreciation rights representing the base value and 2,229 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 May 17, 2021 of $140.16. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.27 to $138.30, 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 $139.64 to $140.58, 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 $140.71 to $141.62, 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 $141.74 to $142.53, 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 $143.14 to $144.06, 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 $144.21 to $144.61, 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 $145.53 to $146.19, 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 2021-05-19