Sec Form 13G Filing - VELOCITY PHARMACEUTICAL HOLDINGS LLC filing for Altimmune Inc. (ALT) - 2020-02-14

(1)  Based on 15,338,072 shares of common stock of the Issuer outstanding as of November 12, 2019, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2019.

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If filing as a non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J), please specify the type of institution: Not Applicable

The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of December 31, 2019:

VPH is the record holder of 1,887,250 shares of the Common Stock of the Issuer (the “Shares”).  VPM, as the manager of VPH, and Mr. Collier and Mr. Watson, each a managing member of VPM, may be deemed to have beneficial ownership of the Shares held by VPH.

	(a)	Amount beneficially owned:  See Row 9 of each cover page.
	(b)	Percent of class:  See Row 11 of each cover page.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote  See Row 5 of each cover page.
		(ii)	Shared power to vote or to direct the vote  See Row 6 of each cover page.
		(iii)	Sole power to dispose or to direct the disposition of  See Row 7 of each cover page.
		(iv)	Shared power to dispose or to direct the disposition of  See Row 8 of each cover page.

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   □.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

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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:  February 14, 2020

VELOCITY PHARMACEUTICAL HOLDINGS LLC

By:    /s/ David J. Collier                                               

Name:     David J. Collier                                              

Title:  Managing Member of Velocity Pharma Management, LLC, Manager

VELOCITY PHARMA MANAGEMENT, LLC

DAVID J. COLLIER

  /s/ David J. Collier                                                         

 

JAMES WATSON

David J. Collier, by power of attorney

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Date:  February 14, 2020

 

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POWER OF ATTORNEY

February 13, 2020

Know all by these presents that the undersigned hereby constitutes and appoints David J. Collier as the undersigned's true and lawful attorney-in-fact to:

1)

execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Act”) and the rules thereunder, and statements on Schedule 13G pursuant to Rule 13(d) under the Act, in the undersigned's capacity as a reporting person with respect to Altimmune, Inc. (the "Company");

2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and statements on Schedule 13G, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the "SEC") and any securities exchange or similar authority; and

3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned also ratifies hereby any action previously taken by the attorney-in-fact that would have been authorized by this power of attorney if it has been in effect at the time such action was taken.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 and Rule 13(d) of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 and statements on Schedule 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

	/s/ James F. Watson
	Name:  James F. Watson