Shah Capital Management Amends Novavax Stake Filing

TL;DR

SHAH CAPITAL AMENDED NOVAVAX FILING - OWNERSHIP CHANGE ALERT

AI Summary

Shah Capital Management, on May 20, 2024, filed an amendment (Amendment No. 3) to its Schedule 13D regarding Novavax, Inc. The filing indicates a change in beneficial ownership of Novavax's common stock. Shah Capital Management is an investment firm based in Raleigh, NC.

Why It Matters

This filing signals a potential shift in significant shareholder activity or strategy concerning Novavax, Inc., which could influence stock price and corporate governance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to volatility or strategic changes for the company.

Key Players & Entities

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

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securiti
• $68,727,958 — y the Reporting Person is approximately $68,727,958, 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

• e663637_sc13da-novavax.htm (SC 13D/A) — 103KB
• 0001193805-24-000687.txt ( ) — 105KB

Source and Amount of Funds or Other Consideration

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

is hereby amended as

Item 3 is hereby amended as follows: The shares of Common Stock purchased by Shah Opportunity were purchased with working capital in open market transactions. The aggregate purchase price of the 10,300,000 shares of Common Stock beneficially owned by the Reporting Person is approximately $68,727,958, 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 to

Item 4 is hereby amended to add the following: On May 20, 2024, the Reporting Persons announced that in light of recent developments at the Issuer, they have determined to withdraw their preliminary proxy statement and campaign against the re-election of the Class II directors at the Issuer’s upcoming annual meeting. The Reporting Persons have long advocated for the Issuer to explore potential strategic partnership opportunities and believe that the Issuer’s recent announcement of its entry into a co-exclusive licensing agreement with Sanofi is a long-awaited step in the right direction. The Reporting Persons intend to continue to closely monitor the Issuer, including its operations, capital allocation decisions and strategic direction, as they believe significant additional value remains to be unlocked at the Issuer. The Reporting Persons continue to believe that the Issuer would benefit from 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 stockholder value. The Reporting Persons may also engage in discussions with the Issuer’s management and Board to express their views and recommendations regarding the Issuer’s governance, strategy, and overall performance.

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 140,403,554 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 Securities and Exchange Commission on May 10, 2024. 5 CUSIP No. 03879J100 Shah Capital Management Shah Opportunity Himanshu H. Shah (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, Shah Opportunity directly beneficially owns 10,300,000 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 10,965,794 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 10,965,794 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 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

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