WHEELER CRAIG A 4
4 · Apellis Pharmaceuticals, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Apellis (APLS) Director Craig Wheeler Sells 90,394 Shares in Merger
What Happened
Craig A. Wheeler, a director of Apellis Pharmaceuticals (APLS), recorded dispositions totaling 90,394 shares on May 14, 2026. The disposals were part of the company’s change-of-control transaction (merger with Biogen): each share was converted into $41.00 in cash plus one contingent value right (CVR). The cash component for these shares is about $3.71 million and the CVRs carry potential additional payments of up to $4.00 per share (aggregate potential up to ~$361.6k), subject to achievement of milestones and withholding.
Key Details
- Transaction date: May 14, 2026 (effective time of the merger). Filing date: May 14, 2026 (same day).
- Shares disposed: 24,444 (change of control), 15,110, 7,961, 28,195 (derivative), and 14,684 (derivative) — total 90,394 shares.
- Cash amount per share: $41.00; estimated cash received ≈ $3,706,154 (subject to tax withholding).
- Contingent consideration: 1 CVR per share; CVRs may pay up to $4.00/share if milestones are met (aggregate potential ≈ $361,576).
- Nature of dispositions: combination of direct common stock and cancellation/cash-out of derivative awards (RSUs/options) per merger terms.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Filing timeliness: reported same day as the effective merger filing (not marked late).
Context
Under the merger agreement, shares tendered or outstanding were converted into the cash Offer Price ($41.00 per share) plus one CVR. Time‑based RSUs and certain vested options were automatically converted into the right to receive the same cash/CVR treatment; payments for some converted RSUs may remain subject to original vesting conditions and be paid later per the agreement. These dispositions reflect the deal consideration rather than an open‑market sale and are routine in a change‑of‑control transaction.
Insider Transaction Report
Form 4Exit
WHEELER CRAIG A
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-05-14−24,444→ 0 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-14−15,110→ 0 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-14−7,961→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F6]2026-05-14−28,195→ 0 totalExercise: $18.20→ Common Stock (28,195 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F6]2026-05-14−14,684→ 0 totalExercise: $25.12→ Common Stock (14,684 underlying)
Footnotes (6)
- [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"),
- [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, subject to certain exceptions,
- [F3](continued from footnote 2) 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]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.
- [F5](continued from footnote 4) 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.
- [F6]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.
Signature
/s/ David Watson, attorney-in-fact for Craig Wheeler|2026-05-14