Altimmune, Inc. — Director's Dealing 2021

Mar 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Altimmune, Inc. (ALT)
CIK: 0001326190
Period of Report: 2021-02-25

Reporting Person: Venrock Healthcare Capital Partners III, L.P. (10% Owner)
Reporting Person: VHCP Co-Investment Holdings III, LLC (10% Owner)
Reporting Person: VHCP Management III, LLC (10% Owner)
Reporting Person: Venrock Healthcare Capital Partners II, L.P. (10% Owner)
Reporting Person: VHCP Co-Investment Holdings II, LLC (10% Owner)
Reporting Person: VHCP Management II, LLC (10% Owner)
Reporting Person: Koh Bong Y (10% Owner)
Reporting Person: Shah Nimish P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-25	Common Stock	J	1000000	$0.00	Disposed	3500000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-25	Warrant	$0.0001	J	1000000	Acquired		Common Stock (1000000)	Indirect

Footnotes

F1: On February 25, 2021, the Issuer entered into an exchange agreement with the Reporting Persons pursuant to which the Issuer exchanged an aggregate of 1,000,000 shares of common stock owned by the Reporting Persons for pre-funded warrants (the "Exchange Warrants") to purchase an aggregate of 1,000,000 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock), with an exercise price of $0.0001 per share.

F2: Consists of 925,050 shares held by Venrock Healthcare Capital Partners II, L.P. ("VHCP II"), 374,849 shares held by VHCP Co-Investment Holdings II, LLC ("VHCP II Co"), 2,000,252 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP III") and 199,849 shares held by VHCP Co-Investment Holdings III, LLC ("VHCP III Co").

F3: VHCP Management II, LLC ("VHCPM II") is the sole general partner of VHCP II and the sole manager of VHCP II Co. VHCP Management III, LLC ("VHCPM III") is the sole general partner of VHCP III and the sole manager of VHCP III Co. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM II and VHCPM III. Dr. Koh, Mr. Shah, VHCPM II and VHCPM III disclaim beneficial ownership over all shares held by VHCP II, VHCP II Co, VHCP III and VHCP III Co, except to the extent of their respective indirect pecuniary interests therein.

F4: The Exchange Warrants are exercisable at any time, except that the Exchange Warrants will not be exercised by the Reporting Persons if, upon giving effect or immediately prior thereto, the Reporting Persons would beneficially own more than 9.99% of the total number of the Issuer's issued and outstanding common stock, which percentage may change at the holders' election to any other number less than or equal to 19.99% upon 61 days' notice to the Issuer.

F5: The Exchange Warrants have no expiration date.

F6: Consists of 264,300 shares underlying Exchange Warrants held by VHCP II, 107,100 shares underlying Exchange Warrants held by VHCP II Co, 571,500 shares underlying Exchange Warrants held by VHCP III and 57,100 shares underlying Exchange Warrants held by VHCP III Co.