Amended Statement of Ownership (sc 13g/a)
October 04 2018 - 4:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Altimmune,
Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
02155H 200
(CUSIP
Number)
October 2, 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)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 02155H 200
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13G
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Page 2 of 8
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1.
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NAMES OF
REPORTING PERSONS
Novartis Bioventures Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
278,190*
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
278,190*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,190*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
6.8%
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12.
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TYPE OF REPORTING PERSON
CO
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*
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Consists of (i) 278,172 shares of Common Stock of the Issuer and (ii) a stock option to purchase 18 shares
of Common Stock.
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CUSIP No. 02155H 200
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13G
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Page 3 of 8
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1.
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NAMES OF
REPORTING PERSONS
Novartis AG
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
278,190*
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
278,190*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,190*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
6.8%
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12.
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TYPE OF REPORTING PERSON
CO
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*
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Consists of (i) 278,172 shares of Common Stock of the Issuer and (ii) a stock option to purchase 18 shares
of Common Stock.
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Item 1(a).
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Name of Issuer:
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Altimmune, Inc. (the Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices:
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910 Clopper Road, Suite 201S
Gaithersburg, MD 20878
Item 2(a).
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Name of Persons Filing:
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This statement is filed on behalf of the following persons with respect to shares of Common Stock of the Issuer
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(i)
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Novartis Bioventures Ltd. a Swiss corporation, with respect to shares held by it; and
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(ii)
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Novartis AG, a Swiss corporation, as the publically owned parent of Novartis Bioventures Ltd., with respect to
the shares held by Novartis Bioventures Ltd.
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The foregoing persons are hereinafter referred to collectively as the
Reporting Persons.
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principle business offices of Novartis Bioventures Ltd. and Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.
Novartis Bioventures Ltd. is a corporation organized under the laws of Switzerland and is an indirect wholly-owned subsidiary of Novartis AG.
Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures Ltd.
Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0001 per share (Common Stock).
02155H 200
4
Item 3.
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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:
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(a) ☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b) ☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c) ☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d) ☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
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(e) ☐
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f) ☐
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g) ☐
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h) ☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) ☐
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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);
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(j) ☐
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A
non-U.S.
institution in accordance with §
240.13d1(b)(1)(ii)(J);
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(k) ☐
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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: ______________________
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(a)
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Amount Beneficially Owned:
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Novartis Bioventures Ltd. (Novartis) is the record owner of (i) 278,172 shares of Common Stock of the Issuer, and (ii) a stock
option to purchase 18 shares of Common Stock, after giving effect to the
1-for-30
reverse stock split implemented by the Company on September 13, 2018.
6.8% based on 4,120,517 shares of the Issuers Common Stock outstanding as of October 2, 2018, as reported by the Issuer in its
prospectus filed on October 1, 2018 and assuming the exercise of the Issuers
pre-funded
warrants issued on October 2, 2018.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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Not applicable
5
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(ii)
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Shared power to vote or to direct the vote:
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278,190
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(iii)
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Sole power to dispose or to direct the disposition:
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Not applicable
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(iv)
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Shared power to dispose or to direct the disposition:
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278,190
Item 5.
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Ownership of Five Percent or Less of a Class.
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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 ☐.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable
6
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: October 4, 2018
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NOVARTIS BIOVENTURES LTD.
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/s/ Bart Dzikowski
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Name: Bart Dzikowski
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Title: Secretary of the Board
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/s/ Stephen Sandmeier
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Name: Stephen Sandmeier
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Title: Authorized Signatory
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NOVARTIS AG
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/s/ Bart Dzikowski
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Name: Bart Dzikowski
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Title: Authorized Signatory
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/s/ Stephen Sandmeier
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Name: Stephen Sandmeier
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Title: Authorized Signatory
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7
INDEX EXHIBIT
SCHEDULE 13G
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Exhibit
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Exhibit Description
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99
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Joint Filing Agreement
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8
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