Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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NOVAVAX, INC. (Name of Issuer) |
Common Stock, Par Value $0.01 per share (Title of Class of Securities) |
670002401 (CUSIP Number) |
Himanshu H. Shah 2301 Sugar Bush Road, Suite 510 Raleigh, NC, 27612 (919) 719-6360 Andrew Freedman, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 (212) 451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 670002401 |
| 1 |
Name of reporting person
Shah Capital Management | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NORTH CAROLINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,742,523.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 670002401 |
| 1 |
Name of reporting person
Shah Capital Opportunity Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 670002401 |
| 1 |
Name of reporting person
Himanshu H. Shah | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,811,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.01 per share | |
| (b) | Name of Issuer:
NOVAVAX, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
700 QUINCE ORCHARD ROAD, GAITHERSBURG,
MARYLAND
, 20878. | |
Item 1 Comment:
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the "Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended as follows: Except for 69,257 shares owned directly by Mr. Shah, which were purchased using his personal funds, all of the shares to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons. All shares were purchased in various transactions and for various amounts of consideration through open market purchases. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following: On October 13, 2025, the Reporting Persons sent a letter (the "Shah Capital NVAX BOD Letter") to the board of directors of the Issuer (the "Board") urging the Board to undertake a formal strategic review, including an evaluation of a potential sale of the Issuer. The letter expressed the Reporting Persons' concerns regarding the Issuer's significant share-price underperformance, operational and marketing failures, and recent capital-allocation decisions. The Reporting Persons stated their belief that immediate action is needed to restore investor confidence and realize the full value of the Issuer's assets and technology for shareholders. The foregoing description of the Shah Capital NVAX BOD Letter does not purport to be complete and is qualified in its entirety to the Shah Capital NVAX BOD Letter, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) is hereby amended and restated to read as follows: The aggregate percentage of the shares of Common Stock reported owned by each person named herein is based upon 162,421,645 shares outstanding as of July 31, 2025, which is the total number of shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025. (i) - Shah Capital Management 11,742,523; 7.2% (ii) - Shah Capital Opportunity Fund LP 11,000,000; 6.8% (iii) - Himanshu H. Shah 11,811,780; 7.3% | |
| (b) | Item 5(b) is hereby amended and restated to read as follows: (i) - Shah Capital Management Sole Voting Power - 0 Shared Voting Power - 11,742,523 Sole Dispositive Power - 0 Shared Dispositive Power - 11,742,523 (ii) - Shah Capital Opportunity Fund LP Sole Voting Power - 0 Shared Voting Power - 11,000,000 Sole Dispositive Power - 0 Shared Dispositive Power - 11,000,000 (iii) - Himanshu H. Shah Sole Voting Power - 69,257 Shared Voting Power - 11,742,523 Sole Dispositive Power - 69,257 Shared Dispositive Power - 11,742,523 As of the date hereof, Shah Opportunity directly beneficially owns 11,000,000 shares of Common Stock. As the investment manager of Shah Opportunity and the Shah Managed Accounts, Shah Capital Management may be deemed to beneficially own 11,742,523 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah Managed Accounts. As of the date hereof, Mr. Shah directly beneficially owns 69,257 shares of Common Stock, which are held in the Mr. Shah Managed Account. As the President and Chief Investment Officer of Shah Capital Management, Mr. Shah may be deemed to beneficially own the 11,742,523 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah Managed Accounts, which in addition to the 69,257 shares of Common Stock he beneficially owns directly, constitutes an aggregate of 11,811,780 shares of Common Stock that Mr. Shah may be deemed to beneficially own. | |
| (c) | Item 5(c) is hereby amended to add the following: Transactions in the Securities of the Issuer During the Past 60 Days: Nature of Transaction Amount of Shares Price per Share ($) Date of Purchase/Sale Purchase of Common Stock 284,928 7.6253 8/21/2025 Purchase of Common Stock 71,072 7.4756 8/25/2025 Shah Capital Opportunity Fund LP engaged in each of the above transactions. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit Number Description Exhibit 99.1 Shah Capital NVAX BOD Letter | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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