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*
Novartis Bioventures Ltd

(Last) (First) (Middle)
C/O NOVARTIS INTERNATIONAL AG
WSJ-200.220

(Street)
BASEL V8 CH-4002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Altimmune, Inc. [ ALT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2017
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
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
Series B Convertible Preferred Stock $2.67(1) 08/21/2017 P 3,104.447 08/21/2017 08/15/2018 Common Stock, par value $0.0001 1,162,714 $940 3,104.447 I See Footnote(2)
Warrant $2.67 08/21/2017 P 465,086 08/21/2017 08/15/2018 Common Stock, par value $0.0001 465,086 (3) 465,086 I See Footnote(2)
1. Name and Address of Reporting Person*
Novartis Bioventures Ltd

(Last) (First) (Middle)
C/O NOVARTIS INTERNATIONAL AG
WSJ-200.220

(Street)
BASEL V8 CH-4002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NOVARTIS AG

(Last) (First) (Middle)
C/O NOVARTIS INTERNATIONAL AG
WSJ-200.220

(Street)
BASEL V8 CH-4002

(City) (State) (Zip)
Explanation of Responses:
1. The Issuer's Series B Convertible Preferred Stock (the "Preferred Stock") is convertible at any time at the option of the holder into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), subject to certain restrictions, at an initial conversion price of $2.67 per share and a stated amount of $1,000 per share. Prior to the receipt of approval by the Issuer's stockholders for the issuance of shares pursuant to the conversion of the Preferred Stock (the "Requisite Stockholder Approval"), the Preferred Stock may not be converted by the holder if, as a result of such conversion, the holder, together with its affiliates, would hold more than 19.99% of the Issuer's Common Stock.
2. The board of directors of Novartis Bioventures Ltd has sole voting and investment control and power over such securities. None of the members of its board of directors has individual voting or investment power with respect to such securities and each disclaims beneficial ownership of such securities. Novartis Bioventures Ltd is an indirectly owned subsidiary of Novartis AG.
3. Warrants to purchase shares of the Issuer's Common Stock were acquired in connection with the acquisition of the Preferred Stock and reported on this Form 4. The Warrants held by Novartis may not be exercised if such exercise would cause Novartis to hold more than 19.99% of the Issuer's Common Stock, regardless of receipt by the Issuer of the Requisite Stockholder Approval.
Remarks:
/s/ Anja Koenig, Authorized Signatory for Novartis Bioventures Ltd 08/23/2017
/s/ Bartosz Dzikowski, Authorized Signatory for Novartis Bioventures Ltd 08/23/2017
/s/ Anja Koenig, Authorized Signatory for Novartis AG 08/23/2017
/s/ Bartosz Dzikowski, Authorized Signatory for Novartis AG 08/23/2017
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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