UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities
Exchange Act of 1934
Novavax, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
670002104
(CUSIP Number)
December 31, 2008
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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 |
SCHEDULE 13G |
Page 2 of 6 Pages |
|
1 |
NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
|
Ironwood Investment Management, LLC | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ] (b) [X] |
|
| ||
|
3 |
SEC USE ONLY
| |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts | |
|
NUMBER
OF |
5 |
SOLE VOTING POWER 3,597,814 |
|
6 |
SHARED VOTING POWER 0 | |
|
7 |
SOLE DISPOSITIVE POWER 3,597,814 | |
|
8 |
SHARED DISPOSITIVE POWER 0 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,597,814 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES [ ] |
|
| |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% |
|
12 |
TYPE OF REPORTING PERSON IA |
|
CUSIP No. 670002104 |
SCHEDULE 13G |
Page 3 of 6 Pages |
|
Item 1. |
(a). |
Name of Issuer: Novavax, Inc. |
|
|
|
|
|
|
(b). |
Address of Issuer's Principal Executive Offices: |
|
|
|
|
|
|
|
9920 Belward Campus Drive Rockville, MD 20850 |
|
|
|
|
|
Item 2. |
(a). |
Name of Person Filing: |
| Ironwood Investment Management, LLC | |||
|
|
(b). |
Address of Principal Business Office or, if none, Residence: | |
|
|
|
|
|
|
Ironwood Investment Management, LLC 21 Custom House Street, Suite 240 Boston, MA 02110 |
|||
|
(c). |
Citizenship or Place of Organization: Massachusetts | ||
| (d). | Title of Class Securities: Common Stock | ||
| (e). | CUSIP Number: 670002104 | ||
|
Item 3. |
If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
||
|
(a) |
[ ] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
|
|
(b) |
[ ] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
(c) |
[ ] |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
(d) |
[ ] |
Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
|
CUSIP No. 670002104 |
SCHEDULE 13G |
Page 4 of 6 Pages |
|
(e) |
[x] |
An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E); |
|
|
(f) |
[ ] |
An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F); |
|
|
(g) |
[ ] |
A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); |
|
|
(h) |
[ ] |
A savings associations as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
(i) |
[ ] |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
|
(j) |
[ ] |
Group, in accordance with section 240.13d-1(b)(1)(ii)(J). |
|
|
Item 4. |
Ownership. |
||||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||||
|
(a). |
Amount beneficially owned: |
3,597,814 | |||
| (b). | Percent of Class: | 5.8% | |||
|
(c). |
Number of shares as to which such person has: |
||
|
(1) |
Sole power to vote or to direct the vote: |
3,362,559 | ||
|
(2) |
Shared power to vote or to direct the vote: |
0 | ||
| (3) | Sole power to dispose or to direct the disposition of: | 3,597,814 | ||
| (4) | Shared power to dispose or to direct the disposition of: | 0 | ||
|
CUSIP No. 670002104 |
SCHEDULE 13G |
Page 5 of 6 Pages |
|
Item 5. |
Ownership of Five Percent or Less of a Class: |
|
Not Applicable | |
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person: |
|
Not Applicable | |
|
Item 7. |
Identification and Classification of Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company: |
|
Not Applicable | |
|
Item 8. |
Identification and Classification of Members of the Group: |
|
Not Applicable | |
|
Item 9. |
Notice of Dissolution of Group: |
|
Not Applicable | |
|
Item 10. |
Certification: |
| By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
|
CUSIP No. 670002104 |
SCHEDULE 13G |
Page 6 of 6 Pages |
SIGNATURE
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.
| IRONWOOD INVESTMENT MANAGEMENT, LLC | ||
|
Date: February 13, 2009 |
By: | /s/ Charles J. Daly |
| Charles J. Daly, Chief Compliance Officer | ||