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Novartis AG — Director's Dealing 2017
May 9, 2017
940_dirs_2017-05-08_56448b73-1227-4a87-8369-05f1400bdd89.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Altimmune, Inc. (NASDAQ:ALT)
CIK: 0001326190
Period of Report: 2017-05-04
Reporting Person: Novartis Bioventures Ltd (10% Owner)
Reporting Person: NOVARTIS AG (10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock, par value $0.0001 | 1867301 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Option (right to buy) | $2.12 | 2018-10-08 | Common Stock (553) | Indirect |
Footnotes
F1: 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
F2: 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.
F3: 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).