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)
12/1/2021
(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  12/1/2021    M(1)    5000  A $19.08  7760  D   
Common Stock  12/1/2021    S(1)    691  D $192.6378 (2) 7069  D   
Common Stock  12/1/2021    S(1)    800  D $193.7925 (3) 6269  D   
Common Stock  12/1/2021    S(1)    900  D $194.5389 (4) 5369  D   
Common Stock  12/1/2021    S(1)    943  D $196.1101 (5) 4426  D   
Common Stock  12/1/2021    S(1)    300  D $197.1867 (6) 4126  D   
Common Stock  12/1/2021    S(1)    400  D $198.35 (7) 3726  D   
Common Stock  12/1/2021    S(1)    300  D $199.8133 (8) 3426  D   
Common Stock  12/1/2021    S(1)    300  D $200.92 (9) 3126  D   
Common Stock  12/1/2021    S(1)    366  D $202.3617 (10) 2760  D   
Common Stock                 1747 (11) I  By spouse 

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)  $19.08  12/1/2021    M (1)       5000    (12) 4/17/2030  Common Stock  5000  $0.00  90000  D   

Explanation of Responses:
(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 $192.24 to $192.99, 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 $193.24 to $194.17, 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 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 $194.25 to $195.09, 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 $195.70 to $196.65, 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 $196.73 to $197.51, 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 $197.90 to $198.76, 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 $199.62 to $200.00, 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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.75 to $201.12, 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.
(10)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.23 to $202.50, 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.
(11)  The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(12)  On April 17, 2020, the reporting person was granted an option to purchase 125,000 shares of common stock of the Company pursuant to the Company's Amended and Restated 2015 Stock Incentive Plan, as amended. The vesting of the shares subject to this option grant is subject to the satisfaction of a performance-based vesting requirement, followed by time-based vesting. The performance metric required that the Company initiate a COVID-19 Phase 2 clinical trial within twelve (12) months of the grant date, which occurred when the Company initiated its Phase 2 clinical trial of NVX-CoV2373 in the U.S. on August 24, 2020. Following that event, fifty percent (50%) of the shares vested on August 24, 2021, the first anniversary of the initiation date, and the remaining fifty percent (50%) of the shares will vest on August 24, 2022, the second anniversary of the initiation date 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 12/3/2021
**Signature of Reporting Person Date
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