Sec Form 4 Filing - Enright William @ Altimmune, Inc. - 2017-05-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Enright William 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 X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 19 FIRSTFIELD ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2017 (Street) GAITHERSBURG, MD20878 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 17,787 A 17,787 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Options (option to buy) $ 2.59 05/04/2017 A 125,887 05/04/2017 05/31/2018 Common Stock, par value $0.0001 125,887 ( 2 ) 125,887 D Stock Options (option to buy) $ 0.08 05/04/2017 A 71,644 05/04/2017 12/31/2019 Common Stock, par value $0.0001 71,644 ( 2 ) 71,644 D Stock Options (option to buy) $ 0.08 05/04/2017 A 91,733 05/04/2017 12/03/2021 Common Stock, par value $0.0001 91,733 ( 2 ) 91,733 D Stock Options (option to buy) $ 0.08 05/04/2017 A 183,347 05/04/2017 12/03/2021 Common Stock, par value $0.0001 183,347 ( 2 ) 183,347 D Stock Options (option to buy) $ 6.5 05/04/2017 A 99,927 ( 3 ) 05/04/2027 Common Stock, par value $0.0001 99,927 ( 4 ) 99,927 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Enright William 19 FIRSTFIELD ROAD, SUITE 200 GAITHERSBURG, MD20878 X See Remarks Signatures /s/ Ori Solomon, Attorney in fact for William Enright 05/08/2017 Signature of Reporting Person Date

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. ( 3 )On the first anniversary of the date of grant, 25% of the unvested portion of the option will become vested and exercisable, and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period following such anniversary date. However, the agreement also provides that, if the compensation committee of the Issuer's board of directors, in its sole discretion, determines that the consummation of the mergers was successful, then 50% of the unvested portion of the option shall become immediately vested and exercisable. ( 4 )Granted under the terms of the Altimmune 2017 Omnibus Incentive Plan.

Remarks: President and Chief Executive Officer

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).

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