Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Herrmann John A III
2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2014
3. Issuer Name and Ticker or Trading Symbol
NOVAVAX INC [NVAX]
(Last)
(First)
(Middle)
C/O NOVAVAX, INC., 20 FIRSTFIELD ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, General Counsel
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GAITHERSBURG, MD 20878
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 7,664
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy)   (1) 04/15/2020 Common Stock 75,000 $ 2.66 D  
Employee Stock Option (Right to buy)   (2) 03/10/2021 Common Stock 20,000 $ 2.5 D  
Employee Stock Option (Right to buy)   (3) 03/01/2022 Common Stock 150,000 $ 1.28 D  
Employee Stock Option (Right to buy)   (4) 03/02/2023 Common Stock 150,000 $ 1.83 D  
Employee Stock Option (Right to buy)   (5) 03/06/2024 Common Stock 150,000 $ 6.05 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Herrmann John A III
C/O NOVAVAX, INC.
20 FIRSTFIELD ROAD
GAITHERSBURG, MD 20878
      SVP, General Counsel  

Signatures

/s/ John A. Herrmann III 06/17/2014
**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) This option is exercisable in four equal annual installments. The first installment became exercisable on April 15, 2011, and the next three installments became exercisable on April 15, 2012, April 15, 2013, and April 15, 2014.
(2) This option is exercisable in four equal annual installments. The first installment became exercisable on March 10, 2012, the next two installments became exercisable on March 10, 2013 and March 10, 2014, and the next installment becomes exercisable on March 10, 2015.
(3) This option is exercisable in four equal annual installments. The first installment became exercisable on March 1, 2013, the next installment became exercisable on March 1, 2014, and the next two installments become exercisable on March 1, 2015 and March 1, 2016.
(4) This option is exercisable in four equal annual installments. The first installment became exercisable on March 2, 2014, and the next three installments become exercisable on March 2, 2015, March 2, 2016, and March 2, 2017.
(5) This option is exercisable in four equal annual installments. The first installment becomes exercisable on March 6, 2015, and the next three installments become exercisable on March 6, 2016, March 6, 2017, and March 6, 2018.

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