SEC Form 4 · accession 0000899243-17-012357
Altimmune, Inc. · ALT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Enright
Officer — See Remarks · Director
Period of report
May 4, 2017
Accepted (ET)
May 8, 2017 · 8:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001326190
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001F1 | May 4, 2017 | A | 17,787 | — | A | 17,787 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (option to buy)F2 | $2.59 | May 4, 2017 | A | 125,887 | A | May 4, 2017 | May 31, 2018 | Common Stock, par value $0.0001 | 125,887 | 125,887 | D |
| Stock Options (option to buy)F2 | $0.08 | May 4, 2017 | A | 71,644 | A | May 4, 2017 | Dec 31, 2019 | Common Stock, par value $0.0001 | 71,644 | 71,644 | D |
| Stock Options (option to buy)F2 | $0.08 | May 4, 2017 | A | 91,733 | A | May 4, 2017 | Dec 3, 2021 | Common Stock, par value $0.0001 | 91,733 | 91,733 | D |
| Stock Options (option to buy)F2 | $0.08 | May 4, 2017 | A | 183,347 | A | May 4, 2017 | Dec 3, 2021 | Common Stock, par value $0.0001 | 183,347 | 183,347 | D |
| Stock Options (option to buy)F4,F3 | $6.50 | May 4, 2017 | A | 99,927 | A | — | May 4, 2027 | Common Stock, par value $0.0001 | 99,927 | 99,927 | D |
Explanation of responses
- F1Acquired 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.
- F2Pursuant 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.
- F3On 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.
- F4Granted under the terms of the Altimmune 2017 Omnibus Incentive Plan.
Remarks
President and Chief Executive Officer