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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SCHAFFER DERACE L (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. [ 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) 08/21/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	08/21/2017		P		690	A	$2.0213(1)	105,068	D
Common Stock, par value $0.0001	08/22/2017		P		5,958	A	$2.1012(2)	111,026	D
Common Stock, par value $0.0001	08/23/2017		P		43,352	A	$2.2225(3)	154,378	D
Common Stock, par value $0.0001								12,393	I	IRA

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

Explanation of Responses:

1. The price reflected is the weighted-average purchase price for shares purchased. The range of purchase prices for the transactions reported was $2.02 to $2.03 per share. The Reporting Person undertakes to provide, upon request by the Issuer, any security holder of the Issuer, or the SEC staff, full information regarding the number of shares purchased at each separate price.

2. The price reflected is the weighted-average purchase price for shares purchased. The range of purchase prices for the transactions reported was $2.04 to $2.15 per share. The Reporting Person undertakes to provide, upon request by the Issuer, any security holder of the Issuer, or the SEC staff, full information regarding the number of shares purchased at each separate price.

3. The price reflected is the weighted-average purchase price for shares purchased. The range of purchase prices for the transactions reported was $2.16 to $2.28 per share. The Reporting Person undertakes to provide, upon request by the Issuer, any security holder of the Issuer, or the SEC staff, full information regarding the number of shares purchased at each separate price.

Remarks:

	/s/ Ori Solomon, Attorney in fact for Derace Schaffer	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING PURPOSES



 Know all by these presents, that the undersigned hereby

 makes, constitutes and appoints Elizabeth Czerepak and Ori

Solomon, each acting individually, as the undersigned's true and

lawful attorneys-in-fact, with full power and authority as

hereinafter described on behalf of and in the name, place and

 stead of the undersigned to:



 (1) execute for, and on behalf of, the undersigned, in

the undersigned's capacity as an officer, director and/or 10%

beneficial owner of Altimmune, Inc. (the "Company"), Forms

3, 4, and 5 in accordance with Section 16(a) of the Securities

Exchange Act of 1934 and the rules and regulations promulgated

thereunder (the "Exchange Act");



 (2) seek or obtain, as the undersigned's representative

and on the undersigned's behalf, information on transactions in

the Company's securities from any third party, including brokers,

employee benefit plan administrators and trustees, and the

undersigned hereby authorizes any such person to release any such

information to any attorney-in-fact and further approves and ratifies

any such release of information;



 (3) do and perform any and all acts for and on behalf of

the undersigned that may be necessary or desirable to prepare,

complete and execute any such Form 3, 4 or 5, and any amendments

thereto, or other required report and timely file such Forms or reports

with the United States Securities and Exchange Commission

(the "Commission"), the NASDAQ and any stock exchange or similar

authority as considered necessary or advisable under Section 16(a)

of the Exchange Act (including, without limitation, executing and

delivering a Form ID to the Commission to obtain EDGAR filing

codes); and



 (4) take any other action of any type whatsoever in

connection with the foregoing which, in the opinion of such

attorney-in-fact, may be of benefit to, in the best interest of, or legally

required by, the undersigned, it being understood that the documents

executed by such attorney-in-fact on behalf of the undersigned

pursuant to this Limited Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may

approve in such attorney-in-fact's sole discretion.



 The undersigned hereby gives and grants to each such

attorney-in-fact full power and authority to do and perform any and

every act and thing whatsoever requisite, necessary, or proper to be

done in the exercise of any of the rights and powers herein granted,

as fully to all intents and purposes as the undersigned might or could

do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause

to be done by virtue of this power of attorney and the rights and

powers herein granted.



 The undersigned hereby acknowledges that (a) the foregoing

attorneys-in-fact are serving in such capacity at the request of the

undersigned; (b) this Limited Power of Attorney authorizes, but does

not require, each such attorney-in-fact to act in his or her discretion

on information provided to such attorney-in-fact without independent

verification of such information; (c) any documents prepared and/or

executed by any attorney-in-fact on behalf of the undersigned pursuant

to this Limited Power of Attorney shall be in such form and shall

contain such information and disclosure as such attorney-in-fact, in his

or her sole discretion, deems necessary or advisable; (d) neither the

Company nor any attorney-in-fact assumes (i) any liability for the

undersigned's responsibility to comply with the requirements of the

Exchange Act, (ii) any liability of the undersigned for any failure to

comply with such requirements or (iii) any obligation or liability of the

undersigned for profit disgorgement under Section 16(b) of the

Exchange Act; and (e) this Limited Power of Attorney does not relieve

the undersigned from responsibility for compliance with the

undersigned's obligations under the Exchange Act, including, without

limitation, the reporting requirements under Section 16 of the Exchange

Act.



 This Limited Power of Attorney shall remain in full force

and effect until the undersigned is no longer required to file Forms

3, 4, and 5 with respect to the undersigned's holdings of, and

transactions in, securities issued by the Company, unless earlier

revoked as to any attorney-in-fact by the undersigned in a signed

writing delivered to such attorney-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power

of Attorney to be executed as of this 6th day of June, 2017.







/s/ Derace L. Schaffer, M.D.

Derace L. Schaffer, M.D.