David Drutz Form 4 Altimmune / David Drutz ownership change

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^*

Drutz David

(Last) (First) (Middle)

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)

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	05/04/2017		A		20,777	A	(1)	20,777	D

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
Stock Option (option to buy)	$0.08	05/04/2017		A		4,755		05/04/2017	06/08/2020	Common Stock, par value $0.0001	4,755	(2)	4,755	D
Stock Option (option to buy)	$0.08	05/04/2017		A		1,791		05/04/2017	06/08/2020	Common Stock, par value $0.0001	1,791	(2)	1,791	D
Stock Option (option to buy)	$0.08	05/04/2017		A		1,791		05/04/2017	12/30/2020	Common Stock, par value $0.0001	1,791	(2)	1,791	D
Stock Option (option to buy)	$0.08	05/04/2017		A		2,090		05/04/2017	12/03/2021	Common Stock, par value $0.0001	2,090	(2)	2,090	D
Stock Option (option to buy)	$0.08	05/04/2017		A		4,178		05/04/2017	01/03/2022	Common Stock, par value $0.0001	4,178	(2)	4,178	D
Stock Option (option to buy)	$0.08	05/04/2017		A		4,178		05/04/2017	12/31/2022	Common Stock, par value $0.0001	4,178	(2)	4,178	D
Stock Option (option to buy)	$0.59	05/04/2017		A		4,177		05/04/2017	12/31/2022	Common Stock, par value $0.0001	4,177	(2)	4,177	D

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. Pursuant to the terms of the Merger Agreement, the Issuer assumed all outstanding options to purchase shares of Altimmune capital stock on a 0.749106:1 basis upon closing of the merger.

Remarks:

Chairman of the Board

	/s/ Ori Solomon, Attorney in fact for David J. Drutz	05/08/2017
	** Signature of Reporting Person	Date
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