Baumal Caroline 4

What Happened

• Caroline Baumal, Chief Medical Officer of Apellis (APLS), had a series of awards and option/RSU positions converted and surrendered as part of the May 14, 2026 Biogen merger. About 373,978 shares (including RSUs and derivative interests) were converted/disposed. Under the merger terms each share was exchanged for $41.00 in cash plus one contingent value right (CVR) per share (CVRs may pay up to $4.00 per share subject to milestones). The cash component is roughly $15.33 million and the contingent CVR consideration could be up to about $1.50 million additional.

Key Details

• Transaction date: May 14, 2026 (effective time of the merger).
• Cash consideration: $41.00 per share + one CVR per share (CVR potential up to $4.00/share).
• Approx. shares converted/disposed: 373,978 (sum of listed dispositions and cancelled derivatives in the Form 4).
• Estimated immediate cash received: ≈ $15.33M; contingent potential: ≈ $1.5M (if CVR milestones are met).
• Types of filings on Form 4: multiple "A" (awards/grants converted) and "D" (dispositions to issuer and change‑of‑control), including derivative cancellations.
• Notable contract mechanics (from footnotes): options with exercise price < $41 were cashed out for the excess over exercise price plus CVRs; options with exercise price ≥ $45 were cancelled without consideration; RSUs were converted into cash + CVRs and remain subject to original vesting/service conditions where applicable (some January 2026 RSUs were paid at 200% of target for Relative TSR as certified May 11, 2026).
• Filing timing: Form 4 lists the May 14, 2026 Effective Time and was filed that day — appears to be a timely report of the merger transactions.

Context

• This was not an open‑market sale but a corporate change‑of‑control cash‑out and conversion of equity awards under the Merger Agreement with Biogen. "Disposition to the issuer" and "change of control" entries reflect mandatory conversion/cancellation mechanics rather than a voluntary insider sale. Derivative entries reflect cancelled options or RSUs converted into the cash + CVR consideration described above.