NOVAVAX INC — Director's Dealing 2014

Nov 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVAVAX INC (NVAX)
CIK: 0001000694
Period of Report: 2014-11-20

Reporting Person: Modi Rajiv I. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-20	Common Stock	S	518889	$5.02	Disposed	7500000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.09, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F2: These shares are owned directly by Satellite Overseas (Holdings) Limited, which is a wholly owned subsidiary (except for directors' qualifying shares) of Cadila Pharmaceuticals Ltd. Cadila Pharmaceuticals Ltd is an indirect beneficial owner of the reported securities. These shares are held for convenience in the name of "SOHL, Inc., as nominee for Satellite Overseas (Holdings) Limited." SOHL, Inc., has no voting, dispositive or pecuniary interest in any such shares.