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 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 * EVANS GARY C   2. Issuer Name and Ticker or Trading Symbol NOVAVAX INC [NVAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NOVAVAX, INC., 20 FIRSTFIELD ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/16/2014 (Street) GAITHERSBURG, MD 20878 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/16/2014   M   15,000 A $ 1.48 125,680 D   Common Stock 12/16/2014   M   235,000 A $ 1.03 360,680 D   Common Stock 12/16/2014   S   46,701 D $ 5.7154 (1) 313,979 D   Common Stock               8,000 I See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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)

$ 1.48

12/16/2014

M

15,000

(3)

05/04/2015

Common Stock

15,000

$ 0

0

D

Stock Option (Right to buy)

$ 1.03

12/16/2014

M

35,000

(4)

07/20/2015

Common Stock

35,000

$ 0

0

D

Stock Option (Right to buy)

$ 1.03

12/16/2014

M

200,000

(5)

07/20/2015

Common Stock

20,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EVANS GARY C C/O NOVAVAX, INC. 20 FIRSTFIELD ROAD GAITHERSBURG, MD 20878	X

Signatures

/s/ John A. Herrmann III, Attorney-in-Fact		12/18/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.70 to $5.745, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
(2)	Includes 4,000 shares owned of record by Gary Evans Custodian for Dustin Evans UTMA/TX and 4,000 shares owned of record by Gary Evans Custodian for Casey Evans UTMA/TX.
(3)	The 15,000 shares exercised on 12/16/2014 pursuant to this stock option vested on 11/04/2006.
(4)	The 35,000 shares exercised on 12/16/2014 pursuant to this stock option vested on 01/20/2006.
(5)	Of the 200,000 shares exercised on 12/16/2014 pursuant to this stock option, 50,000 shares vested when the market capitalization of Novavax, Inc. exceeded $150,000,000, 50,000 shares vested when the market capitalization of Novavax, Inc. exceeded $250,000,000, 50,000 shares vested when the market capitalization of Novavax, Inc. exceeded $350,000,000, and 50,000 shares vested when Novavax, Inc. successfully accomplished a specific strategic initiative.

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