Sec Form 4 Filing - Glenn Gregory M @ NOVAVAX INC - 2022-12-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Glenn Gregory M
2. Issuer Name and Ticker or Trading Symbol
NOVAVAX INC [ NVAX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, R&D
(Last) (First) (Middle)
C/O NOVAVAX, INC., 21 FIRSTFIELD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2022
(Street)
GAITHERSBURG, MD20878
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/14/2022 M( 1 ) 3,100 A 9,042( 3 ) D
Common Stock 12/14/2022 F( 4 ) 1,033 D $ 17.23 8,009( 5 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units ( 2 ) 12/14/2022 M 3,100 ( 6 ) ( 6 ) Common Stock 3,100 $ 0 3,100 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Glenn Gregory M
C/O NOVAVAX, INC.
21 FIRSTFIELD ROAD
GAITHERSBURG, MD20878
President, R&D
Signatures
/s/ John A. Herrmann III, Attorney-in-Fact 12/16/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were received by the Reporting Person in connection with vesting of restricted stock units ("RSUs").
( 2 )Each RSU represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.
( 3 )Includes 278 shares acquired on January 31, 2022 and 1 share acquired on July 31, 2022, each under the Company's Amended and Restated 2013 Employee Stock Purchase Plan, as amended.
( 4 )The shares were withheld by the Company to satisfy tax withholding obligations in connection with the vesting of RSUs.
( 5 )The shares reported on this Form 4 are subject to a lock-up agreement between the Reporting Person, J.P. Morgan Securities LLC and Jefferies LLC, dated December 14, 2022.
( 6 )The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the December 14, 2020 grant date, in each case subject to continued employment through such vesting date.

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