Watson David O. 4
4 · Apellis Pharmaceuticals, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Apellis (APLS) GC David O. Watson Settles RSUs/Options in Merger
What Happened
- David O. Watson, General Counsel of Apellis Pharmaceuticals (APLS), recorded multiple dispositions and related acquisitions on May 14, 2026 as part of the company’s merger with Biogen. The filing shows a series of awards (converted RSUs/options) that were acquired and immediately transferred or cancelled and numerous dispositions to the issuer and in connection with the change of control. Combined, the reported dispositions total approximately 774,651 shares (including derivative-equivalent amounts). Per the merger terms, each share was converted into $41.00 in cash (net to the holder, less withholding) plus one contingent value right (CVR) that may pay up to an additional $4.00 if certain milestones are met.
Key Details
- Transaction date: May 14, 2026 (Effective Time of the merger was May 14, 2026).
- Consideration per share: $41.00 cash plus one CVR (CVR may pay up to $4.00 if milestones achieved; aggregate possible $45.00/share).
- Reported dispositions (aggregate): ~774,651 shares (includes non-derivative and derivative/cash‑out amounts).
- Notable single items: change-of-control dispositions listed for 144,517; 50,136; and other lots; several RSU/option grants (e.g., 41,250; 55,986) were immediately disposed to the issuer under merger terms.
- Performance payout note: the compensation committee certified Relative TSR at the 93.3rd percentile (as of May 8, 2026), resulting in a 200% payout for certain Converted RSU Awards (per the filing).
- Why this looks different from a normal sale: most actions were cash‑outs/conversions under the Merger Agreement (not open‑market sales), and some awards were cancelled or converted into CVRs/options treatment per the agreement.
- Shares owned after transaction: not specified in the provided excerpt of this filing.
- Filing timing: Form 4 dated and filed May 14, 2026 (same day as Effective Time) — treated as merger-related settlement rather than voluntary trading.
Context
- These transactions are merger-driven: RSUs and certain options were automatically converted, cancelled, or cashed out per the Merger Agreement, with holders receiving the $41 cash amount plus a non-transferable CVR for potential milestone payments. Derivative entries reflect the conversion/cash‑out of equity awards rather than exercise-and-sell open‑market activity. For retail investors, this is procedural settlement from the Biogen acquisition rather than a typical insider buy/sell signaling personal views on the stock.
Insider Transaction Report
Form 4Exit
Watson David O.
General Counsel
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-05-14−144,517→ 0 total - Disposition from Tender
Common Stock
[F1][F2][F3][F4]2026-05-14−10,000→ 0 total(indirect: By Children) - Disposition from Tender
Common Stock
[F1][F2][F3][F5]2026-05-14−50,136→ 0 total(indirect: By Trust) - Award
Common Stock
[F6][F7]2026-05-14+41,250→ 41,250 total - Disposition to Issuer
Common Stock
[F6][F7]2026-05-14−41,250→ 0 total - Award
Common Stock
[F6][F7]2026-05-14+28,508→ 28,508 total - Disposition to Issuer
Common Stock
[F6][F7]2026-05-14−28,508→ 0 total - Award
Common Stock
[F6][F7]2026-05-14+27,993→ 27,993 total - Disposition to Issuer
Common Stock
[F6][F7]2026-05-14−27,993→ 0 total - Award
Common Stock
[F8][F9][F10][F11]2026-05-14+55,986→ 55,986 total - Disposition to Issuer
Common Stock
[F8][F9][F10][F11]2026-05-14−55,986→ 0 total - Disposition to Issuer
Common Stock
[F12][F13]2026-05-14−32,072→ 0 total - Disposition to Issuer
Common Stock
[F12][F13]2026-05-14−55,986→ 0 total - Disposition to Issuer
Common Stock
[F12][F13]2026-05-14−11,874→ 0 total - Disposition to Issuer
Common Stock
[F12][F13]2026-05-14−6,001→ 0 total - Disposition to Issuer
Common Stock
[F12][F13]2026-05-14−7,363→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F14]2026-05-14−82,500→ 0 totalExercise: $19.39→ Common Stock (82,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F14]2026-05-14−14,000→ 0 totalExercise: $14.95→ Common Stock (14,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F14]2026-05-14−50,974→ 0 totalExercise: $35.46→ Common Stock (50,974 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F15]2026-05-14−38,250→ 0 totalExercise: $44.33→ Common Stock (38,250 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F15]2026-05-14−45,000→ 0 totalExercise: $44.90→ Common Stock (45,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F16]2026-05-14−37,708→ 0 totalExercise: $52.66→ Common Stock (37,708 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F16]2026-05-14−34,533→ 0 totalExercise: $66.30→ Common Stock (34,533 underlying)
Footnotes (16)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Apellis Pharmaceuticals, Inc. (the "Issuer"), Biogen Inc. ("Parent") and Parent's direct wholly-owned subsidiary, Aspen Purchaser Sub, Inc. ("Purchaser"), dated as of March 31, 2026, the shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Purchaser prior to the expiration time of the tender offer were exchanged for: (i) $41.00 per share of Common Stock, net to the seller in cash, without interest and subject to reduction for any applicable tax withholding (the "Cash Amount"), plus (ii) one contractual, non-transferable contingent value right per share of Common Stock (each, a "CVR"),
- [F10](continued from footnote 9) multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award. On May 11, 2026, the compensation committee certified that the Relative TSR as of May 8, 2026 was at the 93.3rd percentile, which resulted in a payout percentage of 200% of target for each such Converted RSU Award, as reported in the table above.
- [F11](continued from footnote 10) Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time, as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement, provided that such payments will no longer be subject to performance-based vesting.
- [F12]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was subject solely to a time-based vesting schedule (including, for the avoidance of doubt, any Converted RSU Award for which the performance period of any applicable performance metric had already ended) was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award.
- [F13](continued from footnote 10) Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time, as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement.
- [F14]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of Common Stock that was vested pursuant to its existing terms or that vested as a result of the transactions contemplated by the Merger Agreement (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00 (the Cash Amount) was automatically cancelled and converted into the right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such option, multiplied by (y) the excess of the Cash Amount over the exercise price per share of such option and (ii) one CVR for each share of Common Stock underlying such option.
- [F15]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Cash-Out Option that had an exercise price per share that was equal to or greater than the Cash Amount, and less than the sum of (i) $41.00 (the Cash Amount) plus (ii) $4.00 (i.e., the maximum amount payable pursuant to a CVR assuming that the milestones are achieved) (such sum of $45.00, the "Aggregate Amount"), was automatically cancelled and converted into the right to receive one CVR for each share of Common Stock underlying such Cash-Out Option (with any payable milestone payment amounts being reduced by the excess, if any, of the applicable exercise price per share over the Cash Amount).
- [F16]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each vested or unvested option with an exercise price per share that was equal to or greater than $45.00 (the Aggregate Amount) was cancelled without consideration and will have no further force or effect.
- [F2](continued from footnote 1) which entitles the holder to receive potential payments of up to an aggregate of $4.00 in cash, without interest and subject to reduction for any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and conditions of a contingent value rights agreement (the "CVR Agreement" and the Cash Amount plus one CVR, together, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of the filing and acceptance of the certificate of merger relating thereto on May 14, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of Parent. In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time,
- [F3](continued from footnote 2) subject to certain exceptions, was automatically converted into the right to receive the Offer Price from Purchaser, without interest and subject to reduction for any applicable withholding taxes.
- [F4]This represents a custodial account held by the reporting person for the sole benefit of his minor children.
- [F5]The securities are held by The David O. Watson Irrevocable Trust of 2023. William Zorn is the trustee of The David O. Watson Irrevocable Trust of 2023. The reporting person disclaims beneficial ownership over the shares held by The David O. Watson Irrevocable Trust of 2023 except to the extent of his pecuniary interest therein.
- [F6]The securities are held by The Watson Education Trust (the "Trust"), for which the reporting person serves as trustee. The reporting person disclaims beneficial ownership over the shares held by the Trust except to the extent of his pecuniary interest therein.
- [F7]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award") that was subject to both a time-based and a performance-based vesting schedule (other than RSUs granted in January 2026 and for which performance-based vesting schedule was based on total shareholder return), was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award, as determined based on the target level of performance, multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award.
- [F8](continued from footnote 7) Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time, as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement, provided that such payments will no longer be subject to performance-based vesting.
- [F9]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was granted in January 2026 subject to both a time-based and a performance-based vesting schedule, with the performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative to the TSR of the group of companies in the Nasdaq Biotechnology Index ("Relative TSR"), was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award, as determined based on the actual performance determined by the compensation committee of the Issuer's board of directors as of May 8, 2026 (which is the latest practicable date prior to the Effective Time),
Signature
/s/ David Watson|2026-05-14