Shah Capital Management Amends Novavax Stake Filing

TL;DR

Shah Capital Management updated their Novavax filing on 5/7/24. Watch this space.

AI Summary

Shah Capital Management, on May 7, 2024, filed an amendment (No. 2) to its Schedule 13D regarding Novavax Inc. The filing indicates a change in beneficial ownership of Novavax's common stock. Shah Capital Management is based in Raleigh, NC, and Novavax Inc. is headquartered in Gaithersburg, MD.

Why It Matters

This filing signals a potential shift in a significant shareholder's position or strategy concerning Novavax, which could influence market perception and stock movement.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in investor strategy, potentially impacting stock price and volatility.

Key Players & Entities

• Shah Capital Management (company) — Filing party
• Novavax Inc. (company) — Subject company
• Andrew Freedman, Esq. (person) — Legal representative
• Olshan Frome Wolosky LLP (company) — Legal firm

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securiti
• $67,516,536 — y the Reporting Person is approximately $67,516,536, excluding brokerage commissions. The
• $4,965,921 — hah Capital Management is approximately $4,965,921, excluding brokerage commissions, if an
• $466,650 — ally owned by Mr. Shah is approximately $466,650, excluding brokerage commissions, if an

Filing Documents

• sc13da211882001_05072024.htm (SC 13D/A) — 116KB
• ex991to13da211882001_050724.htm (EX-99.1) — 17KB
• image_001.jpg (GRAPHIC) — 4KB
• 0000921895-24-001058.txt ( ) — 140KB

Identity and Background

Item 2. Identity and Background .

(a)-(c) are hereby

Item 2(a)-(c) are hereby amended and restated as follows: (a) Name This statement is filed by: (i) Shah Capital Management, Inc. (“Shah Capital Management”), a North Carolina corporation, as the investment manager of Shah Opportunity (as defined below) and certain separately managed accounts (the “Shah Managed Accounts”) 1 ; (ii) Shah Capital Opportunity Fund LP (“Shah Opportunity”), a Delaware limited partnership, with respect to the shares of Common Stock directly and beneficially owned by it; and (iii) Himanshu H. Shah, as President and Chief Investment Officer of Shah Capital Management and with respect to the shares of Common Stock directly beneficially owned by him in that certain account separately managed by Shah Capital Management for his benefit (the “Mr. Shah Managed Account”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 to Amendment No.1 to the Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) Residence of Business Address The address of the principal business and principal office of each of the Reporting Persons is 2301 Sugar Bush Road, Suite 510, Raleigh, North Carolina 27612. (c) Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment Is Conducted The principal business of each Shah Capital Management is serving as the investment manager of each of Shah Opportunity and the Shah Managed Accounts. The principal business of Shah Opportunity is investing in securities. Mr. Shah serves as the President and Chief Investment Officer of Shah Capital Management.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended as follows: 1 References to the Shah Managed Accounts exclude the Mr. Shah Managed Account (as defined below). 5 CUSIP No. 670002401 The shares of Common Stock purchased by Shah Opportunity were purchased with working capital in open market transactions. The aggregate purchase price of the 10,035,000 shares of Common Stock beneficially owned by the Reporting Person is approximately $67,516,536, excluding brokerage commissions. The shares of Common Stock purchased by the Shah Managed Accounts were purchased with working capital in open market transactions. The aggregate purchase price of the 665,794 shares 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 purchased by Mr. Shah and held in the Mr. Shah Managed Account were purchased with his personal funds. The aggregate purchase price of the 65,382 shares of Common Stock directly beneficially owned by Mr. Shah is approximately $466,650, excluding brokerage commissions, if any.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On May 6, 2024, the Reporting Persons filed a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission to be used to solicit the Issuer’s stockholders (the “Solicitation”) to vote AGAINST the election of Richard H. Douglas, Margaret G. McGlynn and David Mott to the Board of Directors (the “Board”) of the Issuer and AGAINST the approval of certain of the Issuer’s other proposals to be considered by stockholders at the Issuer’s upcoming 2024 annual meeting of stockholders (the “Annual Meeting”). Also on May 6, 2024, the Reporting Persons issued a press release and open letter (the “Stockholder Letter”) to the stockholders of the Issuer announcing that they have launched the Solicitation and urging stockholders to vote AGAINST the re-election of Mr. Douglas, Ms. McGlynn and Mr. Mott and AGAINST certain of the Company’s other proposals at the Annual Meeting. A copy of the Stockholder Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Reporting Persons believe significant value remains to be unlocked within the Issuer’s shares and have endeavored to engage constructively with the Board to address the Reporting Persons’ concerns and explore avenues for enhancing stockholder value. Despite these efforts, the initiatives proposed, including the appointment of two independent directors to the Board, have been met with a disconcerting lack of interest and no sense of urgency from the Board and the Issuer. Accordingly, the Reporting Persons believe that the Issuer’s stockholders must send a strong message to the Board at the Annual Meeting that they do not approve of the Issuer’s current trajectory and that the Board must be materially refreshed in order for the Issuer’s stockholders to realize the maximum value of their investments. To this en

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a)-(c) are 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 140,402,521 shares outstanding as of April 22, 2024, which is the total number of shares outstanding as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2024. 6 CUSIP No. 670002401 Shah Capital Management Shah Opportunity Himanshu H. Shah (a) Amount Beneficially Owned: 10,700,794 10,035,000 10,766,176 Percent of Class: 7.6% 7.1% 7.7% (b) Number of Shares to Which Reporting Person Has: (i) Sole Voting Power: N/A N/A 65,382 (ii) Shared Voting Power: 10,700,794 10,035,000 10,700,794 (iii) Sole Dispositive Power: N/A N/A 65,382 (iv) Shared Dispositive Power: 10,700,794 10,035,000 10,700,794 As of the date hereof, Shah Capital Management directly beneficially owns 10,035,000 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 10,700,794 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 65,382 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 10,700,794 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity 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 10,766,176 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

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Stockholder Letter, dated May 6, 2024. 7 CUSIP No. 670002401 SIGNATURE After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: May 7, 2024 SHAH CAPITAL MANAGEMENT, INC. By: /s/ Himanshu H. Shah Name: Himanshu H. Shah Title: President and Chief Investment Officer Date: May 7, 2024 SHAH CAPITAL OPPORTUNITY FUND LP By: /s/ Himanshu H. Shah Name: Himanshu H. Shah Title: Managing Member Date: May 7, 2024 /s/ Himanshu H. Shah Himanshu H. Shah 8 CUSIP No. 670002401 SCHEDULE A Transactions in the Shares of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D Nature of Transaction Amount of Shares Purchased/(Sold) Price per Share ($) Date of Purchase/Sale SHAH CAPITAL OPPORTUNITY FUND LP Purchase of Common Stock 539,171 4.1984 04/15/2024 Purchase of Common Stock 260,829 4.0388 04/16/2024 Purchase of Common Stock 248,122 3.8966 04/17/2024 Purchase of Common Stock 1,878 3.8850 04/17/2024 Purchase of Common Stock 285,000 4.6169 05/07/2024 SHAH CAPITAL MANAGEMENT INC. (through the Shah Managed Accounts) Purchase of Common Stock 96,777 4.1300 04/15/2024 HIMANSHU H. SHAH (through the Mr. Shah Managed Account) Purchase of Common Stock 5,000 4.1100 04/15/2024 Purchase of Common Stock 3,223 4.1300 04/15/2024 9

View Full Filing

View this SC 13D/A filing on SEC EDGAR