Sec Form 3 Filing - Dubovsky Filip @ NOVAVAX INC - 2023-06-16

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dubovsky Filip 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/YY) 06/16/2023 (Street) GAITHERSBURG, MD20878 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 42,910 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 0 06/16/2021( 1 ) 06/16/2030 Common Stock 15,000 D Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock 4,155 D Restricted Stock Units $ 0 ( 3 ) ( 3 ) Common Stock 1,400 D Stock Option (Right to Buy) $ 0 12/14/2021( 4 ) 12/14/2030 Common Stock 12,750 D Restricted Stock Units $ 0 ( 5 ) ( 5 ) Common Stock 2,833 D Restricted Stock Units $ 0 ( 6 ) ( 6 ) Common Stock 12,644 D Stock Option (Right to Buy) $ 0 03/10/2023( 7 ) 03/10/2032( 7 ) Common Stock 24,193 D Restricted Stock Units $ 0 ( 8 ) ( 8 ) Common Stock 10,752 D Stock Option (Right to Buy) $ 0 03/07/2024( 9 ) 03/07/2033 Common Stock 67,380 D Restricted Stock Units $ 0 ( 10 ) ( 10 ) Common Stock 58,330 D Stock Option (Right to Buy) $ 0 03/27/2024( 11 ) 03/27/2033( 11 ) Common Stock 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dubovsky Filip C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG, MD20878 President, R&D Signatures /s/ John A. Herrmann III, Attorney-in-Fact 06/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Fifty percent (50%) of the shares subject to this option grant under the Novavax, Inc. (the "Company") Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"), vested on each of the first two (2) anniversaries of the June 16, 2020 grant date, subject to continued employment with the Company through such vesting date. ( 2 )The restricted stock units ("RSUs") subject to this grant under the Plan vested with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the June 16, 2020 grant date, in eac h case subject to continued employment with the Company through such vesting date. ( 3 )The RSUs subject to this grant under the Plan vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the November 5, 2020 grant date, in each case subject to continued employment with the Company through such vesting date. ( 4 )Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the December 14, 2020 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, in each case subject to continued employment with the Company through such vesting date. ( 5 )The RSUs subject to this grant under the Plan 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 with the Company through such vesting date. ( 6 )The RSUs subject to this grant under the Plan vested or will vest with respect to one-half (1/2) of the RSUs on each of the first two (2) anniversaries of the September 16, 2021 grant date, in each case subject to continued employment with the Company through such vesting date. ( 7 )Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the March 10, 2022 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, in each case subject to continued employment with the Company through such vesting date. ( 8 )The RSUs subject to this grant under the Plan vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the March 10, 2022 grant date, in each case subject to continued employment with the Company through such vesting date. ( 9 )Twenty-five percent (25%) of the shares subject to this option grant under the Plan will vest on the first anniversary of the March 7, 2023 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 with the Company through such vesting date. ( 10 )The RSUs subject to this grant under the Plan will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the March 7, 2023 grant date, in each case subject to continued employment with the Company through such vesting date. ( 11 )Twenty-five percent (25%) of the shares subject to this option grant under the Plan will vest on the first anniversary of the March 27, 2023 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, in each case subject to continued employment with the Company through such vesting date.

Remarks: Exhibit 24 - Power of Attorney

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