SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hodges Philip

(Last) (First) (Middle)
C/O ALTIMMUNE INC.,
19 FIRSTFIELD ROAD, SUITE 200

(Street)
GAITHERSBURG MD 20878

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Altimmune, Inc. [ NASDAQ:ALT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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, par value $0.0001 05/04/2017 A 1,278,471 A (1) 1,278,471 I See Footnote(2)
Common Stock, par value $0.0001 05/04/2017 A 36,785 A (1) 36,785 I See Footnote(3)
Common Stock, par value $0.0001 05/04/2017 A 4,455 A (1) 4,455 I See Footnote(4)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Hodges Philip

(Last) (First) (Middle)
C/O ALTIMMUNE INC.,
19 FIRSTFIELD ROAD, SUITE 200

(Street)
GAITHERSBURG MD 20878

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Redmont VAXN Capital Holdings, LLC

(Last) (First) (Middle)
C/O ALTIMMUNE INC.,
19 FIRSTFIELD ROAD, SUITE 200

(Street)
GAITHERSBURG MD 20878

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Redmont Venture Partners, Inc.

(Last) (First) (Middle)
C/O ALTIMMUNE INC.,
19 FIRSTFIELD ROAD, SUITE 200

(Street)
GAITHERSBURG MD 20878

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Paradigm Venture Partners, L.P.

(Last) (First) (Middle)
C/O ALTIMMUNE INC.,
19 FIRSTFIELD ROAD, SUITE 200

(Street)
GAITHERSBURG MD 20878

(City) (State) (Zip)
Explanation of Responses:
1. Acquired pursuant to the Agreement and Plan of Merger, dated as of January 18, 2017 (as amended on March 29, 2017, the "Merger Agreement"), pursuant to which a wholly-owned subsidiary of the Issuer merged with and into Altimmune, Inc. ("Altimmune"). Pursuant to the Merger Agreement, the then outstanding shares of Altimmune's capital stock was converted into the right to receive a number of shares of the Issuer's common stock, par value $0.0001 on a 0.749106:1 basis upon the closing of the merger.
2. Consists of shares of Common Stock held by Redmont VAXN Capital Holdings, LLC, a Delaware limited liability company ("RVCH"). Philip Hodges has sole voting and dispositive control with respect to all securities held by RVCH. Mr. Hodges disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
3. Consists of shares of Common Stock held by Redmont Venture Partners, Inc., a Delaware corporation ("RVP"). Mr. Hodges has sole voting and dispositive control with respect to all securities held by RVP. Mr. Hodges disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
4. Consists of shares of Common Stock held by Paradigm Venture Partners, L.P., a Delaware limited partnership ("PVP"). Mr. Hodges has sole voting and dispositive control with respect to all securities held by PVP. Mr. Hodges disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
Remarks:
/s/ Ori Solomon, Attorney in fact for Philip Hodges 05/08/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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