UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILEDPURSUANT
TO (s) 240.13d-1(a) AND AMENDMENTSTHERETO FILED PURSUANT TO
(s) 240.13d-2(a)
(Amendment No. 3)
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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)
SHAH CAPITAL MANAGEMENT, INC.
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, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statementon Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (s)(s) 240.13d-1(e),240.13d-1(f) or 240.13d-1(g), check
the following box .
Note:
Schedules filed in paper format shallinclude a signed original and five copies
of the schedule, including all exhibits.
See
(s) 240.13d-7 for other partiesto whom copies are to be sent.
The informationrequired on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the SecuritiesExchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to allother provisions of the Act (however,
see
the
Notes
).
1
Theremainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subjectclass of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior coverpage.
CUSIP No. 670002401
1 NAME OF REPORTING PERSON
ShahCapital Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO(Other)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Stateof North Carolina, United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY N/A
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 10,965,794shares
PERSON WITH 9 SOLE DISPOSITIVE POWER
N/A
10 SHARED DISPOSITIVE POWER
10,965,794shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,965,794shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON
IA(Investment Adviser)
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CUSIP No. 670002401
1 NAME OF REPORTING PERSON
ShahCapital Opportunity Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO(Other)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY N/A
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 10,300,000shares
PERSON WITH 9 SOLE DISPOSITIVE POWER
N/A
10 SHARED DISPOSITIVE POWER
10,300,000shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,300,000shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14 TYPE OF REPORTING PERSON
PN(Partnership)
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CUSIP No. 670002401
1 NAME OF REPORTING PERSON
HimanshuH. Shah
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF(Personal Funds)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 65,382shares
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 10,965,794shares
PERSON WITH 9 SOLE DISPOSITIVE POWER
65,382shares
10 SHARED DISPOSITIVE POWER
10,965,794shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,031,176shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON
IN(Individual)
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CUSIP No. 03879J100
The following constitutes AmendmentNo. 3 to the Schedule 13D filed by the
undersigned (the "Amendment No. 3"). This Amendment No. 3 amends the Schedule
13D asspecifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration
.
Item 3 is hereby amended asfollows:
The shares of Common Stock purchasedby Shah Opportunity were purchased with
working capital in open market transactions. The aggregate purchase price of
the 10,300,000 sharesof Common Stock beneficially owned by the Reporting
Person is approximately $68,727,958, excluding brokerage commissions.
The shares of Common Stock purchasedby the Shah Managed Accounts were
purchased with working capital in open market transactions. The aggregate
purchase price of the 665,794shares of Common Stock held through the Shah
Managed Accounts and beneficially owned by Shah Capital Management is
approximately $4,965,921,excluding brokerage commissions, if any.
The shares of Common Stock purchasedby Mr. Shah and held in the Mr. Shah
Managed Account were purchased with his personal funds. The aggregate purchase
price of the 65,382shares of Common Stock directly beneficially owned by Mr.
Shah is approximately $466,650, excluding brokerage commissions, if any.
Item 4. Purpose of Transaction
.
Item 4 is hereby amended toadd the following:
On May 20, 2024, the ReportingPersons announced that in light of recent
developments at the Issuer, they have determined to withdraw their preliminary
proxy statementand campaign against the re-election of the Class II directors
at the Issuer's upcoming annual meeting. The Reporting Persons havelong
advocated for the Issuer to explore potential strategic partnership
opportunities and believe that the Issuer's recent announcementof its entry
into a co-exclusive licensing agreement with Sanofi is a long-awaited step in
the right direction.
The Reporting Persons intendto continue to closely monitor the Issuer,
including its operations, capital allocation decisions and strategic
direction, as they believesignificant additional value remains to be unlocked
at the Issuer. The Reporting Persons continue to believe that the Issuer would
benefitfrom the addition of a stockholder representative in the boardroom to
ensure that stockholder interests are adequately represented. Accordingly,the
Reporting Persons reserve the right to seek such representation in the future
if they deem it necessary to protect and enhance stockholdervalue. The
Reporting Persons may also engage in discussions with the Issuer's management
and Board to express their views and recommendationsregarding the Issuer's
governance, strategy, and overall performance.
Item 5. Interest in Securities of the Issuer
.
Items 5(a)-(c) are hereby amendedand restated to read as follows:
The aggregate percentage ofthe shares of Common Stock reported owned by each
person named herein is based upon 140,403,554 shares outstanding as of April
30, 2024,which is the total number of shares outstanding as reported in the
Issuer's Quarterly Report on Form 10-Q filed with the Securitiesand Exchange
Commission on May 10, 2024.
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CUSIP No. 03879J100
Shah Capital Shah Himanshu H. Shah
Management Opportunity
(a) Amount Beneficially Owned: 10,965,794 10,300,000 11,031,176
Percent of Class: 7.8% 7.3% 7.9%
(b) Number of Shares to Which Reporting Person Has:
(i) Sole Voting Power: N/A N/A 65,382
(ii) Shared Voting Power: 10,965,794 10,300,000 10,965,794
(iii) Sole Dispositive Power: N/A N/A 65,382
(iv) Shared Dispositive Power: 10,965,794 10,300,000 10,965,794
As of the date hereof, ShahOpportunity directly beneficially owns 10,300,000
shares of Common Stock. As the investment manager of Shah Opportunity and the
Shah ManagedAccounts, Shah Capital Management may be deemed to beneficially
own 10,965,794 shares of Common Stock beneficially owned in the aggregateby
Shah Opportunity and held in the Shah Managed Accounts.
As of the date hereof, Mr. Shah directly beneficially owns65,382 shares of
Common Stock, which are held in the Mr. Shah Managed Account. As the President
and Chief Investment Officer of Shah CapitalManagement, Mr. Shah may be deemed
to beneficially own the 10,965,794 shares of Common Stock beneficially owned
in the aggregate by ShahOpportunity and held in the Shah Managed Accounts,
which in addition to the 65,382 shares of Common Stock he beneficially owns
directly,constitutes an aggregate of 11,031,176 shares of Common Stock that
Mr. Shah may be deemed to beneficially own.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Personssince the filing of
Amendment No. 2 to the Schedule 13D. All such transactions were effected in the open market unless otherwise notedtherein.
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CUSIP No. 03879J100
SIGNATURE
After reasonable inquiry andto the best of each of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forthin
this Statement is true, complete and correct.
Date: May 20, 2024
SHAH CAPITAL MANAGEMENT, INC.
By: /s/ Himanshu H. Shah
Name: Himanshu H. Shah
Title: President and Chief Investment Officer
Date: May 20, 2024
SHAH CAPITAL OPPORTUNITY FUND LP
By: /s/ Himanshu H. Shah
Name: Himanshu H. Shah
Title: Managing Member
Date: May 20, 2024
/s/ Himanshu H. Shah
Himanshu H. Shah
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CUSIP No. 03879J100
SCHEDULE A
Transactions in the Shares of the IssuerSince the Filing of Amendment No. 2 to
the Schedule 13D
Nature of Transaction Amount of Shares Price per Share ($) Date of Purchase/Sale
Purchased/(Sold)
SHAH CAPITAL OPPORTUNITY FUND LP
Purchase of Common Stock 265,000 4.5714 05/07/2024
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