Statement of Changes in Beneficial Ownership (4)
01 November 2022 - 10:11PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Rodgers Richard J |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O NOVAVAX, INC., 21 FIRSTFIELD ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/29/2022 |
(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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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 |
Stock Option (Right to buy) | $23.02 | 10/29/2022 | | A | | 17095 | | 10/29/2023 (1) | 10/29/2032 | Common Stock | 17095 | $0.00 | 17095 | D | |
Restricted Stock Units | (2) | 10/29/2022 | | A | | 11400 | | (3) | (3) | Common Stock | 11400 | $0.00 | 11400 | D | |
Explanation of Responses: |
(1) | The shares subject to this option grant under the Novavax, Inc. (the "Company") Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"), will vest with respect to one-third (1/3) of the shares on each of the first three (3) anniversaries of the October 29, 2022 grant date (the "Grant Date"), in each case subject to continued service on the Company's Board of Directors through such vesting date. |
(2) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Company common stock. |
(3) | The RSUs subject to this grant under the Plan 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 service on the Company's Board of Directors through such vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Rodgers Richard J C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG, MD 20878 | X |
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Signatures
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/s/ John A. Herrmann III, Attorney-in-Fact | | 11/1/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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