UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: Novavax, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 670002104
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Peter Amato, c/o Anaconda Capital Management,LLC,
730 Fifth Avenue, 15th Floor, New York, NY 10019, (212) 698-9600
(Date of Event which Requires Filing of this Statement)
April 5, 2001
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 670002104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Anaconda Opportunity Fund, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
2,080,962
9. Sole Dispositive Power:
10. Shared Dispositive Power:
2,080,962
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,080,962
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
13. Percent of Class Represented by Amount in Row (11)
9.35%
14. Type of Reporting Person
PN
3
CUSIP No. 670002104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Anaconda Capital, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
2,080,962
9. Sole Dispositive Power:
10. Shared Dispositive Power:
2,080,962
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,080,962
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
13. Percent of Class Represented by Amount in Row (11)
9.35%
14. Type of Reporting Person
PN
5
CUSIP No. 670002104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mitchell J. Kelly
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
99,139
8. Shared Voting Power:
2,080,962
9. Sole Dispositive Power:
99,139
10. Shared Dispositive Power:
2,080,962
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,180,101
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
13. Percent of Class Represented by Amount in Row (11)
9.53%
14. Type of Reporting Person
IN
7
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, each of Anaconda and the
Partnership beneficially owns 2,022,770 shares of Common
Stock and 58,192 Warrants and each convertible into 1
share of Common Stock. Mr. Kelly is deemed to
beneficially own 2,022,770 shares of Common Stock and
58,192 Warrants by virtue of having investment
discretion over Anaconda and the Partnership. Mr. Kelly
also beneficially owns 80,000 options to purchase Common
Stock and 19,139 shares of Common Stock, which were
granted to Mr. Kelly in connection with his role as a
Board Member and Chief Executive Officer of the Company.
Of the 2,022,770 shares of Common Stock, 852,777 shares
were acquired through the exercise of warrants for
common stock, and 220,000 shares were acquired through a
private placement at an aggregate cost of $550,000. The
funds for the purchase of the Common Stock and Warrants
came from the Partnership's working capital.
Item 4. PURPOSE OF TRANSACTIONS.
No change.
Item 5. INTEREST IN SECURITIES OF ISSUER.
As of the date hereof, each of Anaconda and the
Partnership is the beneficial owner of 2,022,770 shares
of Common Stock and 58,192 Warrants, each Warrant
convertible into 1 share of Common Stock. Mr. Kelly is
deemed to beneficially own 2,022,770 shares of Common
Stock and 58,192 Warrants by virtue of having investment
discretion over Anaconda and the Partnership. Mr. Kelly
also beneficially owns 80,000 options, each option to
purchase 1 share of Common Stock and 19,139 shares of
Common Stock, which were granted to Mr. Kelly in
connection with his role as Board Member and Chief
Executive Officer of the Company. Based on information
provided from the Company in its 10-K for the fiscal
year ending December 31, 2000, 22,247,533 shares of
Common Stock were outstanding as of March 16, 2001.
Therefore, each of Anaconda and the Partnership is
deemed to beneficially own 9.35% of the outstanding
8
shares of Common Stock and Mr. Kelly is deemed to
beneficially own 9.53% of the outstanding shares of
Common Stock assuming the conversion of 58,192 Warrants
and the 80,000 options. The Reporting Persons share
the power to vote, direct the vote, dispose of or direct
the disposition of all the shares of Common Stock that
they are currently deemed to beneficially own.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
No change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
A description of the transactions in the shares of
Common Stock that were effected by the Reporting Persons
during the past 60 days is filed herewith as Exhibit A.
Signature
The undersigned, after reasonable inquiry and to
the best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
April 6, 2001
Anaconda Opportunity Fund, L.P.
By: Anaconda Capital, L.P.
General Partner
By: /s/ Mitchell J. Kelly
__________________________
Mitchell J. Kelly
Managing General Partner
9
Anaconda Capital, L.P.
By: /s/ Mitchell J. Kelly
__________________________
Mitchell J. Kelly
Managing General Partner
Mitchell J. Kelly
/s/ Mitchell J. Kelly
______________________________
01474003.AC6
Exhibit A
SCHEDULE OF TRANSACTIONS
Price per Share
Date Shares Purchased (Not Including Commission)
3/26/01 10,000 7.808
3/27/01 3,000 7.959
3/28/01 2,300 7.670
3/29/01 7,500 7.363
4/05/01 250,000 6.350
01474003.AC6