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

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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 * Herrmann John A III	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 Legal Officer
(Last)          (First)          (Middle) C/O NOVAVAX, INC., 21 FIRSTFIELD ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 8/18/2020
(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	8/18/2020		M		1000	A	$50	1275	D
Common Stock	8/18/2020		M		7499	A	$36.6	8774	D
Common Stock	8/18/2020		M		2499	A	$91	11273	D
Common Stock	8/18/2020		M		11249	A	$99.8	22522	D
Common Stock	8/18/2020		M		393	A	$27	22915	D
Common Stock	8/18/2020		M		1952	A	$27	24867	D
Common Stock	8/18/2020		M		13322	A	$27.6	38189	D
Common Stock	8/18/2020		M		8328	A	$46	46517	D
Common Stock	8/18/2020		S		24594	D	$143.92 (1)	21923	D
Common Stock	8/18/2020		S		21648	D	$144.79 (2)	275	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
Stock Option (Right to Buy)	$50	8/18/2020		M			1000	(3)	3/10/2021	Common Stock	1000	$0.0	0.0	D
Stock Option (Right to Buy)	$36.6	8/18/2020		M			7499	(4)	3/2/2023	Common Stock	7499	$0.0	0	D
Stock Option (Right to Buy)	$91	8/18/2020		M			2499	(5)	6/12/2024	Common Stock	2499	$0.0	0	D
Stock Option (Right to Buy)	$99.8	8/18/2020		M			11249	(6)	3/15/2026	Common Stock	11249	$0.0	0	D
Stock Option (Right to Buy)	$27	8/18/2020		M			393	(7)	11/14/2026	Common Stock	393	$0.0	394	D
Stock Option (Right to Buy)	$27	8/18/2020		M			1952	(8)	11/14/2026	Common Stock	1952	$0.0	4298	D
Stock Option (Right to Buy)	$27.6	8/18/2020		M			13322.0	(9)	12/15/2027	Common Stock	13322.0	$0.0	6677.0	D
Stock Option (Right to Buy)	$46	8/18/2020		M			8328	(10)	12/13/2028	Common Stock	8328	$0	11671	D

Explanation of Responses:
(1)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.30 to $144.29, inclusive. The reporting person undertakes to provide to Novavax, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.
(2)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.30 to $145.17, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.
(3)	The shares subject to this option grant vested in four equal annual installments beginning on the first anniversary of the March 10, 2011 grant date.
(4)	The shares subject to this option grant vested in four equal annual installments beginning on the first anniversary of the March 2, 2013 grant date.
(5)	The shares subject to this option grant vested in four equal annual installments beginning on the first anniversary of the June 12, 2014 grant date.
(6)	Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the March 15, 2016 grant date, and the remaining seventy-five percent (75%) of the shares vested in equal monthly installments over the following three (3) years, subject to continued employment through such vesting date.
(7)	Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the November 14, 2016 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, subject to continued employment through such vesting date.
(8)	Vesting of the shares subject to this option grant is subject to the satisfaction of both (1) a time-based vesting requirement, pursuant to which twenty-five percent (25%) of the shares vested on the first anniversary of the November 14, 2016 grant date, and the remaining seventy-five percent (75%) of the shares vested or will vest in equal monthly installments on the first of each month 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 vested or will vest if, at any time during the four-year period from the November 14, 2016 grant date, the volume-weighted average stock price of the Company's common stock meets or exceeds $80.00, $120.00, or $160.00, respectively, for twenty (20) consecutive trading days.
(9)	Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the December 15, 2017 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, subject to continued employment through such vesting date.
(10)	Twenty-five percent (25%) of the shares subject to this option grant vested on the first anniversary of the December 13, 2018 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 subject to continued employment through such vesting date.

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

Signatures
/s/ John A. Herrmann III		8/20/2020
**Signature of Reporting Person		Date