FORM 4 [X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Venrock Healthcare Capital Partners III, L.P. 2. Issuer Name and Ticker or Trading Symbol Altimmune, Inc. [ ALT ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O VENROCK, 7 BRYANT PARK, 23RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
2/25/2021
(Street)
NEW YORK, NY 10018
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  2/25/2021    J(1)    1000000  D $0.00 (1) 3500000 (2) I  By Funds (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Warrant  $0.0001  2/25/2021    J (1)    1000000       (4)  (5) Common Stock  1000000  $0.00  1000000 (6) I  By Funds (3)

Explanation of Responses:
(1)  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.
(2)  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").
(3)  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.
(4)  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.
(5)  The Exchange Warrants have no expiration date.
(6)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Venrock Healthcare Capital Partners III, L.P.
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018

X

VHCP Co-Investment Holdings III, LLC
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018

X

VHCP Management III, LLC
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018

X

Venrock Healthcare Capital Partners II, L.P.
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018

X

VHCP Co-Investment Holdings II, LLC
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018

X

VHCP Management II, LLC
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018

X

Koh Bong Y
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018

X

Shah Nimish P
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY 10018

X


Signatures
/s/ David L. Stepp, Authorized Signatory 3/1/2021
**Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 3/1/2021
**Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 3/1/2021
**Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 3/1/2021
**Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 3/1/2021
**Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 3/1/2021
**Signature of Reporting Person Date
David L. Stepp, Attorney-in-fact 3/1/2021
**Signature of Reporting Person Date
David L. Stepp, Attorney-in-fact 3/1/2021
**Signature of Reporting Person Date