Watson David O. 4

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.