Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * EVANS GARY C	2. Issuer Name and Ticker or Trading Symbol NOVAVAX INC [ NVAX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O NOVAVAX, INC., 20 FIRSTFIELD ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 12/16/2014
(Street) GAITHERSBURG, MD 20878 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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	12/16/2014		M		15000	A	$1.48	125680	D
Common Stock	12/16/2014		M		235000	A	$1.03	360680	D
Common Stock	12/16/2014		S		46701	D	$5.7154   (1)	313979	D
Common Stock								8000	I	See footnote   (2)

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
Stock Option (Right to buy)	$1.48	12/16/2014		M			15000	(3)	5/4/2015	Common Stock	15000	$0.00	0	D
Stock Option (Right to buy)	$1.03	12/16/2014		M			35000	(4)	7/20/2015	Common Stock	35000	$0.00	0	D
Stock Option (Right to buy)	$1.03	12/16/2014		M			200000	(5)	7/20/2015	Common Stock	20000	$0.00	0	D

Explanation of Responses:
( 1)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.70 to $5.745, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
( 2)	Includes 4,000 shares owned of record by Gary Evans Custodian for Dustin Evans UTMA/TX and 4,000 shares owned of record by Gary Evans Custodian for Casey Evans UTMA/TX.
( 3)	The 15,000 shares exercised on 12/16/2014 pursuant to this stock option vested on 11/04/2006.
( 4)	The 35,000 shares exercised on 12/16/2014 pursuant to this stock option vested on 01/20/2006.
( 5)	Of the 200,000 shares exercised on 12/16/2014 pursuant to this stock option, 50,000 shares vested when the market capitalization of Novavax, Inc. exceeded $150,000,000, 50,000 shares vested when the market capitalization of Novavax, Inc. exceeded $250,000,000, 50,000 shares vested when the market capitalization of Novavax, Inc. exceeded $350,000,000, and 50,000 shares vested when Novavax, Inc. successfully accomplished a specific strategic initiative.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EVANS GARY C C/O NOVAVAX, INC. 20 FIRSTFIELD ROAD GAITHERSBURG, MD 20878	X

Signatures
/s/ John A. Herrmann III, Attorney-in-Fact		12/18/2014
** 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.
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