SEC Form 4 · accession 0001209191-16-150730
NOVAVAX INC · NVAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stanley C Erck
Officer — President and CEO · Director
Period of report
Nov 14, 2016
Accepted (ET)
Nov 16, 2016 · 8:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001000694
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1 | $1.35 | Nov 14, 2016 | A | 550,000 | A | — | Nov 14, 2026 | Common Stock | 550,000 | 550,000 | D |
| Stock Option (Right to Buy)F2 | $1.35 | Nov 14, 2016 | A | 550,000 | A | — | Nov 14, 2026 | Common Stock | 550,000 | 550,000 | D |
Explanation of responses
- F1Twenty-five percent (25%) of the shares subject to this option grant under the Novavax, Inc. 2015 Stock Incentive Plan, as amended (the "Plan") vest on the first anniversary of the November 14, 2016 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 subject to continued employment through such vesting date.
- F2Vesting of the shares subject to this option grant under the Plan is subject to the satisfaction of both (1) a time-based vesting requirement, pursuant to which twenty-five percent (25%) of the shares vesting on the first anniversary of the Grant Date, and the remaining seventy-five percent (75%) of the shares vesting in equal monthly installments 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 will vest if, at any time during the four-year period from the Grant Date, the volume-weighted average stock price of Novavax' common stock meets or exceeds $4.00, $6.00, or $8.00, respectively, for twenty (20) consecutive trading days.