0000899243-17-012350.txt : 20170508 0000899243-17-012350.hdr.sgml : 20170508 20170508202059 ACCESSION NUMBER: 0000899243-17-012350 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170504 FILED AS OF DATE: 20170508 DATE AS OF CHANGE: 20170508 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Altimmune, Inc. CENTRAL INDEX KEY: 0001326190 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 202726770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19 FIRSTFIELD ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 2406541450 MAIL ADDRESS: STREET 1: 19 FIRSTFIELD ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 FORMER COMPANY: FORMER CONFORMED NAME: PHARMATHENE, INC DATE OF NAME CHANGE: 20071016 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHCARE ACQUISITION CORP DATE OF NAME CHANGE: 20050505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOVARTIS AG CENTRAL INDEX KEY: 0001114448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32587 FILM NUMBER: 17824112 BUSINESS ADDRESS: STREET 1: LICHTSTRASSE 35 CITY: BASEL STATE: V8 ZIP: CH 4056 BUSINESS PHONE: 01141613241111 MAIL ADDRESS: STREET 1: LICHTSTRASSE 35 CITY: BASEL STATE: V8 ZIP: CH 4056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Novartis Bioventures Ltd CENTRAL INDEX KEY: 0001297709 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32587 FILM NUMBER: 17824113 BUSINESS ADDRESS: STREET 1: C/O NOVARTIS INTERNATIONAL AG STREET 2: WSJ-200.220 CITY: CH-4002 BASEL STATE: V8 ZIP: 0000000000 BUSINESS PHONE: 41-61-324-6210 MAIL ADDRESS: STREET 1: C/O NOVARTIS INTERNATIONAL AG STREET 2: WSJ-200.220 CITY: CH-4002 BASEL STATE: V8 ZIP: 0000000000 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-05-04 0 0001326190 Altimmune, Inc. NASDAQ:ALT 0001297709 Novartis Bioventures Ltd C/O NOVARTIS INTERNATIONAL AG WSJ-200.220 BASEL V8 CH-4002 SWITZERLAND 0 0 1 0 0001114448 NOVARTIS AG C/O NOVARTIS INTERNATIONAL AG WSJ-200.220 BASEL V8 CH-4002 SWITZERLAND 0 0 1 0 Common Stock, par value $0.0001 1867301 I See Footnote Stock Option (right to buy) 2.12 2017-05-04 2018-10-08 Common Stock 553 I See Footnote These shares were acquired pursuant to an 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, at the Effective Time of the closing of the Mergers contemplated thereby, the then outstanding shares of Altimmune's common stock and series B preferred stock (collectively, "capital stock") were cancelled and were automatically converted into the right to receive 0.749106 shares of the Company's common stock for each share of Altimmune capital stock then held by the Reporting Person 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. 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 (i.e., the Issuer issued to the Reporting Person an option to purchase 0.749106 shares of the Issuer for each option to purchase one share of Altimmune capital stock then held by the Reporting Person). /s/ Simon Zivi, Chairman, /s/ Laurieann Chaikowsky, Authorized Signatory 2017-05-08 /s/ Simon Zivi, Authorized Signatory, /s/ Laurieann Chaikowsky, Authorized Signatory 2017-05-08