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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NOVAVAX INC [ nvax ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 07/31/2008 | P | 7,000 | A | (1) | 7,000 | I | Held by trust(2) | ||
Common Stock | 07/31/2008 | P | 351,803 | A | (3) | 3,225,366 | I | Held by KPCB Pandemic and Bio Defense Fund, LLC, KPCB PBD Associates, LLC and KPCB Holdings, Inc.(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Warrant - right to buy | $3.62 | 07/31/2008 | P | 3,500 | 01/31/2009 | 07/31/2013 | Common Stock | 3,500 | (1) | 3,500 | I | Held by trust(2) | |||
Warrant - right to buy | $3.62 | 07/31/2008 | P | 175,902 | 01/31/2009 | 07/31/2013 | Common Stock | 175,902 | (3) | 175,902 | I | Held by KPCB Pandemic and Bio Defense Fund, LLC, KPCB PBD Associates, LLC and KPCB Holdings, Inc.(4) |
Explanation of Responses: |
1. The reported securities are included within 7,000 Units purchased by the Reporting Person for $2.845 per Unit. Each Unit consists of one share of Common Stock and a warrant to purchase .5 shares of Common Stock |
2. Held by trust of Reporting Person. |
3. The reported securities are included within 351,803 Units purchased by a fund of Kleiner Perkins Caufield & Byers for $2.845 per Unit. Each Unit consists of one share of Common Stock and a warrant to purchase .5 shares of Common Stock. |
4. Reporting Person is a partner of the Pandemic and Bio Defense Fund, a fund of Kleiner Perkins Caufield & Byers. KPCB PBD Associates, LLC is the managing member of KPCB Pandemic and Bio Defense Fund, LLC. Certain of the shares are held for the account of certain other persons associated with KPCB PBD Associates, LLC. Reporting Person disclaims beneficial ownership of shares held by these entities except to the extent of his pecuniary interest therein. |
/s/ Len Stigliano, as attorney-in-fact for Thomas P. Monath | 08/04/2008 | |
** 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 Number. |