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 * Monath Thomas P   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., 9920 BELWARD CAMPUS DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 07/31/2008 (Street) ROCKVILLE, MD 20850 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 07/31/2008   P   7,000 A (1) 7,000 I Held by trust (2) Common Stock 07/31/2008   P   351,803 A (3) 3,225,366 I Held by KPCB Pandemic and Bio Defense Fund, LLC, KPCB PBD Associates, LLC and KPCB Holdings, Inc. (4)

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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

Warrant - right to buy

$ 3.62

07/31/2008

P

3,500

01/31/2009

07/31/2013

Common Stock

3,500

(1)

3,500

I

Held by trust (2)

Warrant - right to buy

$ 3.62

07/31/2008

P

175,902

01/31/2009

07/31/2013

Common Stock

175,902

(3)

175,902

I

Held by KPCB Pandemic and Bio Defense Fund, LLC, KPCB PBD Associates, LLC and KPCB Holdings, Inc. (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Monath Thomas P C/O NOVAVAX, INC. 9920 BELWARD CAMPUS DRIVE ROCKVILLE, MD 20850	X

Signatures

/s/ Len Stigliano, as attorney-in-fact for Thomas P. Monath		08/04/2008
**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 securities are included within 7,000 Units purchased by the Reporting Person for $2.845 per Unit. Each Unit consists of one share of Common Stock and a warrant to purchase .5 shares of Common Stock
(2)	Held by trust of Reporting Person.
(3)	The reported securities are included within 351,803 Units purchased by a fund of Kleiner Perkins Caufield & Byers for $2.845 per Unit. Each Unit consists of one share of Common Stock and a warrant to purchase .5 shares of Common Stock.
(4)	Reporting Person is a partner of the Pandemic and Bio Defense Fund, a fund of Kleiner Perkins Caufield & Byers. KPCB PBD Associates, LLC is the managing member of KPCB Pandemic and Bio Defense Fund, LLC. Certain of the shares are held for the account of certain other persons associated with KPCB PBD Associates, LLC. Reporting Person disclaims beneficial ownership of shares held by these entities except to the extent of his pecuniary interest therein.

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