SC 13G/A

NAMES OF REPORTING PERSONS

HealthCap V, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Altimmune, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

02155H 200

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 02155H 200		13G


CUSIP No. 02155H 200		13G

Item 1(a).

Name of Issuer:

Altimmune, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

910 Clopper road, Suite 201S

Gaithersburg, MD 20878

Item 2(a).

Name of Persons Filing:

This statement is filed on behalf of the following persons with respect to shares of Common Stock of the Issuer:

(i)

HealthCap V, L.P., and

(ii)

OFCO Club V.

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if None, Residence:

HealthCap V, L.P.

18 Avenue d’Ouchy, CH-1006 Lausanne, Switzerland.

OFCO Club V

Engelbrektsplan 1, 11434 Stockholm, Sweden.

Item 2(c).

Citizenship:

HealthCap V, L.P. is a Delaware limited partnership

OFCO Club V, is a partnership organized under the laws of Sweden.

Item 2(d).

Title of Class of Securities:

Common stock, par value $0.0001 per share (“Common Stock”).

Item 2(e).

CUSIP Number:

02155H 200

Item 3.

If this statement is filed pursuant to Rule §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

(a)

Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person.

HealthCap V GP SA, L.L.C. (“HCSA”) is the sole general partner of HealthCap V, L.P. HCSA has voting and dispositive power over the shares held by HealthCap V, L.P. HCSA disclaims beneficial ownership of such shares. Peder Fredrikson, Dag Richter, and Francois Kaiser, the members of the board of HCSA, share voting and dispositive power over the shares held by HealthCap V, L.P. and may be deemed to have indirect beneficial ownership of the shares held by such entities. The members of the board of HCSA disclaim beneficial ownership of shares held by HealthCap V, L.P.

OFP V Advisor AB, L.L.C. (“OFP AB”) is a member of OFCO Club V (“OFCO”) and has voting and dispositive control over the shares held by OFCO. Bjorn Ingemar Odlander, Per Olof Eriksson, and Ann Christine Forsberg, the members of the board of OFP AB, may be deemed to possess voting and dispositive control over the shares held by OFCO and may be deemed to have indirect beneficial ownership of the shares held by OFCO. OFP AB and each of its members of the board disclaim beneficial ownership of the shares held by OFCO.

(b)

Percent of Class:

The information with respect to the ownership of the Common Stock by the Reporting Persons reported on this Schedule 13G is based on 8,755,260 shares of Common Stock outstanding as of November 13, 2018 as reported by the Issuer in its Form 10-Q filed on November 13, 2018.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following X.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certification.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 11, 2019	HealthCap V, L.P. By its Sole General Partner, HealthCap V GP SA

	By:	/s/ Dag Richter
	Print Name: Dag Richter
	Print Title: Director

	By:	/s/ Fabrice Bernhard
	Print Name: Fabrice Bernhard
	Print Title: General Partner

Date: February 11, 2019	OFCO Club V By OFP V Advisor AB, as a member and on behalf of all members, if any, of OFCO Club V

	By:	/s/ Anki Forsberg
	Print Name: Anki Forsberg
	Print Title: Partner

	By:	/s/ Jacob Gunterberg
	Print Name: Jacob Gunterberg
	Print Title: Partner

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Altimmune, Inc.


Date: February 11, 2019	HealthCap V, L.P. By its Sole General Partner, HealthCap V GP SA

	By:	/s/ Dag Richter
	Print Name: Dag Richter
	Print Title: Director

	By:	/s/ Fabrice Bernhard
	Print Name: Fabrice Bernhard
	Print Title: General Manager

Date: February 11, 2019	OFCO Club V By OFP V Advisor AB, as a member and on behalf of all members, if any, of OFCO Club V

	By:	/s/ Anki Forsberg
	Print Name: Anki Forsberg
	Print Title: Partner

	By:	/s/ Jacob Gunterberg
	Print Name: Jacob Gunterberg
	Print Title: Partner