SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Erck Stanley C

(Last) (First) (Middle)
C/O NOVAVAX, INC.
21 FIRSTFIELD ROAD

(Street)
GAITHERSBURG MD 20878

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NOVAVAX INC [ NVAX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/28/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/28/2020 M(1) 25,000 A $5.95 49,606 D
Common Stock 09/28/2020 M(1)(2) 25,000 A $5.95 74,606 D
Common Stock 09/28/2020 D(1)(2) 1,338 D $111.18 73,268 D
Common Stock 09/28/2020 F(1)(2) 11,429 D $111.18 61,839 D
Common Stock 09/28/2020 S(1) 275.69 D $107.2207(3) 61,563 D
Common Stock 09/28/2020 S(1) 3,739.1 D $108.1972(4) 57,824 D
Common Stock 09/28/2020 S(1) 6,661.4 D $109.0681(5) 51,163 D
Common Stock 09/28/2020 S(1) 8,132.83 D $109.9789(6) 43,030 D
Common Stock 09/28/2020 S(1) 2,343.11 D $110.9738(7) 40,687 D
Common Stock 09/28/2020 S(1) 215.54 D $111.9236(8) 40,471 D
Common Stock 09/28/2020 S(1) 726.82 D $113.024(9) 39,744 D
Common Stock 09/28/2020 S(1) 401 D $113.8133(10) 39,343 D
Common Stock 09/28/2020 S(1) 1,002.51 D $115.2316(11) 38,341 D
Common Stock 09/28/2020 S(1) 950.63 D $116.077(12) 37,390 D
Common Stock 09/28/2020 S(1) 551.38 D $117.0656(13) 36,839 D
Common Stock 09/29/2020 S(1) 1,000 D $106.224(14) 35,839 D
Common Stock 09/29/2020 S(1) 1,000 D $107.248(15) 34,839 D
Common Stock 09/29/2020 S(1) 1,112 D $108.4025(16) 33,727 D
Common Stock 09/29/2020 S(1) 1,000 D $109.251(17) 32,727 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $5.95 09/28/2020 M(1) 25,000 (18) 09/26/2029 Common Stock 25,000 $0.00 75,000 D
Stock Appreciation Right $5.95 09/28/2020 M(1)(2) 25,000 (19) 09/26/2029 Common Stock 25,000 $0.00 75,000 D
Explanation of Responses:
1. The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
2. The reporting person received 12,233 shares of common stock upon the net exercise of 25,000 stock appreciation rights. The reporting person forfeited 1,338 shares of common stock underlying the stock appreciation rights representing the base value and 11,429 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 September 28, 2020 of $111.18.
3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.61 to $107.60, 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 purchased at each price within the range set forth in this footnote.
4. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.61 to $108.60, 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 purchased at each price within the range set forth in this footnote.
5. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.61 to $109.60, 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 purchased at each price within the range set forth in this footnote.
6. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.61 to $110.60, 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 purchased at each price within the range set forth in this footnote.
7. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.61 to $111.60, 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 purchased at each price within the range set forth in this footnote.
8. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.61 to $112.60, 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 purchased at each price within the range set forth in this footnote.
9. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.61 to $113.60, 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 purchased at each price within the range set forth in this footnote.
10. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.61 to $114.60, 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 purchased at each price within the range set forth in this footnote.
11. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.61 to $115.60, 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 purchased at each price within the range set forth in this footnote.
12. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.61 to $116.60, 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 purchased at each price within the range set forth in this footnote.
13. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.61 to $117.60, 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 purchased at each price within the range set forth in this footnote.
14. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.69 to $106.67, 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 purchased at each price within the range set forth in this footnote.
15. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.86 to $107.68, 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 purchased at each price within the range set forth in this footnote.
16. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.92 to $108.77, 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 purchased at each price within the range set forth in this footnote.
17. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.99 to $109.45, 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 purchased at each price within the range set forth in this footnote.
18. Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the September 26, 2019 grant date (the "Grant Date"), and the remaining seventy-five percent (75%) of the shares will vest in equal monthly installments over the following three (3) years, in each case subject to continued employment through such vesting date.
19. Twenty-five percent (25%) of the shares subject to this stock appreciation right grant vested on the first anniversary of the Grant Date, and the remaining seventy-five percent (75%) of the shares will vest in equal monthly installments over the following three (3) years, in each case subject to continued employment through such vesting date.
Remarks:
/s/ John A. Herrmann III, Attorney-in-Fact 09/30/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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