Altimmune – SEC Filing

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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^*

SAYARE MITCHEL

(Last)

(First)

(Middle)

C/O ALTIMMUNE, INC.

19 FIRSTFIELD ROAD, SUITE 200

(Street)

GAITHERSBURG

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)
10/13/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (option to buy)	$2.5	10/13/2017		A		20,000		04/30/2018	10/13/2027	Common Stock, par value $0.0001	20,000	$0	20,000	D

Explanation of Responses:

Remarks:

	/s/ Ori Solomon, Attorney in fact for Mitchel Sayare	10/17/2017
	** 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

 l 6(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 forma 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 revoke 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/ Mitchel B. Sayare, Ph.D.

Mitchel B. Sayare, Ph.D.

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