Statement of Changes in Beneficial Ownership (4)
September 29 2020 - 6:15PM
Edgar (US Regulatory)
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 OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Trizzino John |
2. Issuer Name and Ticker or Trading Symbol
NOVAVAX INC
[
NVAX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, CBO and CFO |
(Last)
(First)
(Middle)
C/O NOVAVAX, INC., 21 FIRSTFIELD ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/26/2020 |
(Street)
GAITHERSBURG, MD 20878
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/26/2020 | | M | | 31900 | A | (1) | 36987 | D | |
Common Stock | 9/26/2020 | | F | | 15408 | D | $113.56 | 21579 | D | |
Common Stock | 9/26/2020 | | M | | 3538 | A | (1) | 25117 | D | |
Common Stock | 9/26/2020 | | F | | 1709 | D | $113.56 | 23408 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 | (1) | 9/26/2020 | | M | | | 31900 | (2) | (2) | Common Stock | 31900 | $0.00 | 0 | D | |
Restricted Stock Units | (1) | 9/26/2020 | | M | | | 3538 | (3) | (3) | Common Stock | 3538 | $0.00 | 7076 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock. |
(2) | One hundred percent (100%) of the RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"), vested one (1) year from the September 26, 2019 grant date (the "Grant Date"), subject to continued employment with the Company through the vesting date. |
(3) | The RSUs subject to this grant under the Plan vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the Grant Date, in each case subject to continued employment through such vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Trizzino John C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG, MD 20878 |
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| EVP, CBO and CFO |
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Signatures
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/s/ John A. Herrmann III, Attorney-in-Fact | | 9/29/2020 |
**Signature of Reporting Person | Date |
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