Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

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. 20549STATEMENT OF CHANGES IN 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 * Glenn Gregory M 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 _____ Officer (give title below) _____ Other (specify below) President, R&D / (Last) (First) (Middle) C/O NOVAVAX, INC. , 21 FIRSTFIELD ROAD 3. Date of Earliest Transaction (Month/Day/Year) (Street) GAITHERSBURG MD 20878 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

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

1. Title of Derivate Security	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Glenn Gregory M C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG, MD20878			President, R&D

Signatures

/s/ John A. Herrmann III, Attorney-in-Fact	2021-11-30
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	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).
(1)	The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(2)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.67 to $215.63, 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 sold at each price within the range set forth in this footnote.
(3)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.76 to $216.74, 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 sold at each price within the range set forth in this footnote.
(4)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.82 to $217.81, 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 sold at each price within the range set forth in this footnote.
(5)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.815 to $218.79, 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 sold at each price within the range set forth in this footnote.
(6)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.84 to $219.78, 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 sold at each price within the range set forth in this footnote.
(7)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.85 to $220.74, 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 sold at each price within the range set forth in this footnote.
(8)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.89 to $221.69, 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 sold at each price within the range set forth in this footnote.
(9)	The reporting person received 692 shares of common stock upon the net exercise of 1,377 stock appreciation rights under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"). The reporting person forfeited 38 shares of common stock underlying the stock appreciation rights representing the base value and 647 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 November 26, 2021 of $217.97.
(10)	Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the September 26, 2019 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.
(11)	Twenty-five percent (25%) of the shares subject to this stock appreciation right grant under the Plan vested on the first anniversary of the September 26, 2019 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.

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