Amended Statement of Changes in Beneficial Ownership (4/a)

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

1. Name and Address of Reporting Person * Trizzino John	2. Issuer Name and Ticker or Trading Symbol NOVAVAX INC [ NVAX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP, Chief Commercial Officer
(Last)          (First)          (Middle) C/O NOVAVAX, INC., 21 FIRSTFIELD ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 1/5/2021
(Street) GAITHERSBURG, MD 20878 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 1/7/2021	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	1/5/2021		F(1)(2)		511 (3)	D	$116.24	866	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:
(1)	The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(2)	The reporting person received 579 shares of common stock upon the net exercise of 1,149 stock appreciation rights. The reporting person forfeited 59 shares of common stock underlying the stock appreciation rights representing the base value and 511 shares of common stock underlying the stock appreciation rights to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on January 5, 2021 of $116.24.
(3)	This amendment to the original Form 4 filed on January 7, 2021 is being filed to correct the number of shares reported as forfeited by the reporting person to satisfy withholding tax obligations resulting from the exercise of 1,149 stock appreciation rights on January 5, 2021.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Trizzino John C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG, MD 20878			EVP, Chief Commercial Officer

Signatures
/s/ John A. Herrmann III, Attorney-in-Fact		1/27/2021
**Signature of Reporting Person		Date