Statement of Changes in Beneficial Ownership (4)
23 August 2017 - 10:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Novartis Bioventures Ltd
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2. Issuer Name
and
Ticker or Trading Symbol
Altimmune, Inc.
[
ALT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O NOVARTIS INTERNATIONAL AG, WSJ-200.220
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/21/2017
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(Street)
BASEL, V8 CH-4002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series B Convertible Preferred Stock
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$2.67
(1)
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8/21/2017
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P
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3104.447
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8/21/2017
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8/15/2018
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Common Stock, par value $0.0001
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1162714
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$940.00
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3104.447
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I
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See Footnote
(2)
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Warrant
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$2.67
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8/21/2017
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P
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465086
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8/21/2017
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8/15/2018
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Common Stock, par value $0.0001
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465086
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(3)
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465086
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I
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See Footnote
(2)
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Novartis Bioventures Ltd
C/O NOVARTIS INTERNATIONAL AG
WSJ-200.220
BASEL, V8 CH-4002
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X
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NOVARTIS AG
C/O NOVARTIS INTERNATIONAL AG
WSJ-200.220
BASEL, V8 CH-4002
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X
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Signatures
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/s/ Anja Koenig, Authorized Signatory for Novartis Bioventures Ltd
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8/23/2017
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**
Signature of Reporting Person
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Date
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/s/ Bartosz Dzikowski, Authorized Signatory for Novartis Bioventures Ltd
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8/23/2017
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**
Signature of Reporting Person
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Date
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/s/ Anja Koenig, Authorized Signatory for Novartis AG
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8/23/2017
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**
Signature of Reporting Person
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Date
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/s/ Bartosz Dzikowski, Authorized Signatory for Novartis AG
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8/23/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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