UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
NOVAVAX, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
670002401
(CUSIP Number)
SHAH CAPITAL MANAGEMENT, INC.
2301 Sugar Bush Road, Suite 510
Raleigh, NC 27612
(919) 719-6360
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
The information
required on 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).
1 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 disclosures provided in a prior cover
page.
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1 |
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NAME OF REPORTING PERSON |
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Shah
Capital Management, Inc. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO
(Other) |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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State
of North Carolina, United States of America |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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N/A |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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10,965,794
shares |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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N/A |
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10 |
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SHARED DISPOSITIVE POWER |
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10,965,794
shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,965,794
shares |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.8% |
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TYPE OF REPORTING PERSON |
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IA
(Investment Adviser) |
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1 |
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NAME OF REPORTING PERSON |
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Shah
Capital Opportunity Fund LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO
(Other) |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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N/A |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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10,300,000
shares |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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N/A |
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SHARED DISPOSITIVE POWER |
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10,300,000
shares |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,300,000
shares |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.3% |
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TYPE OF REPORTING PERSON |
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PN
(Partnership) |
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1 |
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NAME OF REPORTING PERSON |
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Himanshu
H. Shah |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF
(Personal Funds) |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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65,382
shares |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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10,965,794
shares |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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65,382
shares |
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10 |
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SHARED DISPOSITIVE POWER |
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10,965,794
shares |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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11,031,176
shares |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.9% |
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14 |
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TYPE OF REPORTING PERSON |
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IN
(Individual) |
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The following constitutes Amendment
No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as
specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
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.
| Item 4. | Purpose of Transaction. |
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.
| 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.
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Shah Capital
Management |
Shah
Opportunity |
Himanshu H. Shah |
(a) |
Amount Beneficially Owned: |
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10,965,794 |
10,300,000 |
11,031,176 |
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Percent of Class: |
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7.8% |
7.3% |
7.9% |
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(b) |
Number of Shares to Which Reporting Person Has: |
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(i) |
Sole Voting Power: |
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N/A |
N/A |
65,382 |
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(ii) |
Shared Voting Power: |
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10,965,794 |
10,300,000 |
10,965,794 |
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(iii) |
Sole Dispositive Power: |
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N/A |
N/A |
65,382 |
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(iv) |
Shared Dispositive Power: |
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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 Persons
since the filing of Amendment No. 2 to the Schedule 13D. All such transactions were effected in the open market unless otherwise noted
therein. |
SIGNATURE
After reasonable inquiry and
to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth
in this Statement is true, complete and correct.
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Date: |
May 20, 2024 |
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SHAH CAPITAL MANAGEMENT, INC. |
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By: |
/s/ Himanshu H. Shah
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Name: |
Himanshu H. Shah |
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Title: |
President and Chief Investment Officer |
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Date: |
May 20, 2024 |
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SHAH CAPITAL OPPORTUNITY FUND LP |
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By: |
/s/ Himanshu H. Shah |
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Name: |
Himanshu H. Shah |
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Title: |
Managing Member |
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Date: |
May 20, 2024 |
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/s/ Himanshu H. Shah |
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Himanshu H. Shah |
SCHEDULE A
Transactions in the Shares of the Issuer
Since the Filing of Amendment No. 2 to the Schedule 13D
Nature of Transaction |
Amount of Shares
Purchased/(Sold) |
Price per Share ($) |
Date of Purchase/Sale |
SHAH CAPITAL OPPORTUNITY FUND LP
Purchase of Common Stock |
265,000 |
4.5714 |
05/07/2024 |
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