SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Dubovsky Filip

(Last)

(First)

(Middle)

C/O NOVAVAX, INC.

21 FIRSTFIELD ROAD

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2023

3. Issuer Name and Ticker or Trading Symbol
NOVAVAX INC [ NVAX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, R&D

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	42,910	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	06/16/2021⁽¹⁾	06/16/2030	Common Stock	15,000	$0.00	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	4,155	$0.00	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	1,400	$0.00	D
Stock Option (Right to Buy)	12/14/2021⁽⁴⁾	12/14/2030	Common Stock	12,750	$0.00	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	2,833	$0.00	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	12,644	$0.00	D
Stock Option (Right to Buy)	03/10/2023⁽⁷⁾	03/10/2032⁽⁷⁾	Common Stock	24,193	$0.00	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	10,752	$0.00	D
Stock Option (Right to Buy)	03/07/2024⁽⁹⁾	03/07/2033	Common Stock	67,380	$0.00	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	58,330	$0.00	D
Stock Option (Right to Buy)	03/27/2024⁽¹¹⁾	03/27/2033⁽¹¹⁾	Common Stock	50,000	$0.00	D

Explanation of Responses:

1. Fifty percent (50%) of the shares subject to this option grant under the Novavax, Inc. (the "Company") Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"), vested on each of the first two (2) anniversaries of the June 16, 2020 grant date, subject to continued employment with the Company through such vesting date.

2. The restricted stock units ("RSUs") subject to this grant under the Plan vested with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the June 16, 2020 grant date, in each case subject to continued employment with the Company through such 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 November 5, 2020 grant date, in each case subject to continued employment with the Company through such vesting date.

4. Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the December 14, 2020 grant date, and the remaining seventy-five percent (75%) of the shares vested or will vest in equal monthly installments over the following three (3) years, in each case subject to continued employment with the Company through such vesting date.

5. 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 December 14, 2020 grant date, in each case subject to continued employment with the Company through such vesting date.

6. The RSUs subject to this grant under the Plan vested or will vest with respect to one-half (1/2) of the RSUs on each of the first two (2) anniversaries of the September 16, 2021 grant date, in each case subject to continued employment with the Company through such vesting date.

7. Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the March 10, 2022 grant date, and the remaining seventy-five percent (75%) of the shares vested or will vest in equal monthly installments over the following three (3) years, in each case subject to continued employment with the Company through such vesting date.

8. 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 March 10, 2022 grant date, in each case subject to continued employment with the Company through such vesting date.

9. Twenty-five percent (25%) of the shares subject to this option grant under the Plan will vest on the first anniversary of the March 7, 2023 grant date, and the remaining seventy-five percent (75%) of the shares will vest in equal monthly installments over the following three (3) years, in each case subject to continued employment with the Company through such vesting date.

10. 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 March 7, 2023 grant date, in each case subject to continued employment with the Company through such vesting date.

11. Twenty-five percent (25%) of the shares subject to this option grant under the Plan will vest on the first anniversary of the March 27, 2023 grant date, and the remaining seventy-five percent (75%) of the shares vested or will vest in equal monthly installments over the following three (3) years, in each case subject to continued employment with the Company through such vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ John A. Herrmann III, Attorney-in-Fact	06/21/2023
	** 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 5 (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.
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