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 *

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
__X__ 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 (MM/DD/YYYY)

12/14/2022
(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 12/14/2022  M(1)  3100 A (2)9042 (3)D  
Common Stock 12/14/2022  F(4)  1033 D$17.23 8009 (5)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)12/14/2022  M     3100   (6) (6)Common Stock 3100 $0.00 3100 D  
Explanation of Responses:
(1) The shares were received by the Reporting Person in connection with vesting of restricted stock units ("RSUs").
(2) Each RSU represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.
(3) Includes 278 shares acquired on January 31, 2022 and 1 share acquired on July 31, 2022, each under the Company's Amended and Restated 2013 Employee Stock Purchase Plan, as amended.
(4) The shares were withheld by the Company to satisfy tax withholding obligations in connection with the vesting of RSUs.
(5) The shares reported on this Form 4 are subject to a lock-up agreement between the Reporting Person, J.P. Morgan Securities LLC and Jefferies LLC, dated December 14, 2022.
(6) The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the December 14, 2020 grant date, in each case subject to continued employment through such vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Glenn Gregory M
C/O NOVAVAX, INC.
21 FIRSTFIELD ROAD
GAITHERSBURG, MD 20878

President, R&D
Signatures
/s/ John A. Herrmann III, Attorney-in-Fact12/16/2022
**Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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