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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3235-0287

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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 * COVINO GREGORY F	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 Financial Officer
(Last)          (First)          (Middle) C/O NOVAVAX, INC., 21 FIRSTFIELD ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 11/16/2020
(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

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
Restricted Stock Units	(1)	11/16/2020		A		7300		(2)	(2)	Common Stock	7300	$0.00	7300	D
Stock Option (Right to buy)	$90.65	11/16/2020		A		8200		(3)	11/16/2030	Common Stock	8200	$0.00	8200	D

Explanation of Responses:
(1)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.
(2)	One-third (1/3) of the RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"), will vest on each of the first three (3) anniversaries of the November 16, 2020 grant date (the "Grant Date"), subject to continued employment through each such vesting date.
(3)	Twenty-five percent (25%) of the shares subject to this option grant under the Plan will vest on the first anniversary of the 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 through such vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COVINO GREGORY F C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG, MD 20878			EVP, Chief Financial Officer

Signatures
/s/ John A. Herrmann III, Attorney-in-Fact		11/18/2020
**Signature of Reporting Person		Date