Sec Form 13D Filing - Hodges Philip filing for Altimmune, Inc. (ALT) - 2017-10-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ALTIMMUNE, INC.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

02155H 101

(CUSIP Number)

Philip Hodges

Redmont Capital

820 Shades Creek Parkway, Suite 1200

Birmingham, AL 35209

Tel No: (205) 943-5646

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 17, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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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Explanatory Note

This Amendment No. 2 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the Reporting Persons on May 15, 2017 and Amendment No. 1 filed by the Reporting Persons on August 22, 2017 (as amended, the “Original Schedule 13D”, and together with this Amendment No. 2, the “Schedule 13D”). Terms defined in the Original Schedule 13D are used herein as so defined.

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

(a) Each of Redmont, Paradigm, and Redmont VAXN hold shares of Common Stock in the following individual amounts:

Mr. Hodges has sole voting and dispositive control with respect to all securities held by Redmont and Paradigm, and with respect to 531,035 shares of Common Stock held by Paradigm Venture Partners I, LLC. Mr. Hodges disclaims beneficial ownership of such securities. In addition, Mr. Hodges holds 11,416 shares of Common Stock directly.

See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by the Reporting Persons. The percentage amounts are based on 15,586,138 shares of Common Stock of the Issuer outstanding as of September 1, 2017.

(b) See Items 7 through 10 of the cover pages to this Schedule 13D for the number of shares of Common Stock beneficially owned by the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

(c) On October 17, 2017, Redmont VAXN distributed to its members, pro rata and without consideration, 1,278,471 shares of the Issuer’s common stock. Mr. Hodges and Paradigm Venture Partners I, LLC, each as members of Redmont VAXN, received 11,416 and 531,035 shares of the Issuer’s common stock, respectively, through Redmont VAXN’s distribution.

(d) Other than disclosed in Item 2 of the Original Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein.

(e) As a result of the distribution described in Item 5(c) of this Amendment No. 2, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock on October 17, 2017.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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Exhibit Index

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