SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Novavax, Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o     Rule 13d-1(b)

o     Rule 13d-1(c)

þ     Rule 13d-1(d)

* 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.		670002 10 4	13G	Page		2		of		6 Pages

(1) This Schedule 13G is filed by Prospect Venture Partners III, L.P., a Delaware limited partnership (“ PVP III” ) and Prospect Management Co. III, L.L.C., a Delaware limited liability company (“PMC III,” together with PVP III, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are held by PVP III. The shares include 17,591 shares of Common Stock issuable to PVP III pursuant to an outstanding warrant exercisable January 31, 2009. PMC III serves as the general partner of PVP III, and may be deemed to own beneficially the shares held by PVP III, however PMC III owns no securities of the Issuer directly.

(3) This percentage is calculated based upon 69,169,665 shares of the Common Stock outstanding (as of October 31, 2008), as set forth in the Issuer’ s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2008.

CUSIP No.		670002 10 4	13G	Page		3		of		6 Pages

(1) This Schedule 13G is filed by the “Reporting Persons”. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are held by PVP III. The shares include 17,591 shares of Common Stock issuable to PVP III pursuant to an outstanding warrant exercisable January 31, 2009. PMC III serves as the general partner of PVP III, and may be deemed to own beneficially the shares held by PVP III, however PMC III owns no securities of the Issuer directly.

(3) This percentage is calculated based upon 69,169,665 shares of the Common Stock outstanding (as of October 31, 2008), as set forth in the Issuer ’ s most recent Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2008.

Item 1(a).		Name of Issuer:
		Novavax, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices:
		9920 Belward Campus Drive
		Rockville, Maryland 20850

Item 2(a).		Name of Person Filing:
		Prospect Venture Partners III, L.P. (“PVP III”)
		Prospect Management Co. III, L.L.C. (“PMC III”)

Item 2(b).		Address of Principal Business Office or, if none, Residence:
		c/o Prospect Venture Partners
		435 Tasso Street, Suite 200
		Palo Alto, California 94301

Item 2(c).		Citizenship:
		PVP III — Delaware, United States of America
		PMC III — Delaware, United States of America

Item 2(d).		Title of Class of Securities:
		Common Stock

Item 2(e).		CUSIP Number:
		670002 10 4

Item 3.		Not applicable.

Item 4. Ownership. The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this Amendment No. 2 to the statement on Schedule 13G is provided as of December 31, 2008:

						Warrants								Shared				Sole				Shared
		Shares Held				Held				Sole Voting				Voting				Dispositive				Dispositive				Beneficial				Percentage
Reporting Persons		Directly				Directly				Power				Power (1)				Power				Power (1)				Ownership (1)				of Class (2)
PVP III			3,151,818				17,591				0				3,169,409				0				3,169,409				3,169,409				4.58	%
PMC III			0				0				0				3,169,409				0				3,169,409				3,169,409				4.58	%

Item 5. Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

     Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

     Not applicable.

Item 8. Identification and Classification of Members of the Group

     Not applicable.

Item 9. Notice of Dissolution of a Group

     Not applicable.

Item 10. Certification

     Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2009

PROSPECT VENTURE PARTNERS III, L.P.

By:		Prospect Management Co. III, L.L.C.
Its:		General Partner

/s/ Dave Markland
Dave Markland
Attorney-in-Fact

PROSPECT MANAGEMENT CO. III, L.L.C.

/s/ Dave Markland
Dave Markland Attorney-in-Fact

Attention:		Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)