Boucher Kelley 4
4 · Apellis Pharmaceuticals, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Apellis (APLS) CPO Kelley Boucher Sells Shares in Biogen Merger
What Happened Kelley Boucher, Chief People Officer of Apellis Pharmaceuticals (APLS), had multiple transactions on May 14, 2026 tied to the company's merger with Biogen. She tendered 127,804 shares in the change-of-control exchange (cash consideration $41.00 per share) and the filing shows a series of awards/conversions followed by dispositions to the issuer totaling many additional shares (several awards converted and immediately surrendered). The merger consideration was $41.00 in cash per share plus one contingent value right (CVR) per share (CVR may pay up to $4.00 if milestones are met).
Key Details
- Transaction date: May 14, 2026 (Effective Time of the merger and date of the reported transactions).
- Primary cash consideration: $41.00 per share for shares tendered; 127,804 shares × $41.00 ≈ $5,239,964 in cash (plus one CVR per share).
- Additional reported dispositions to the issuer: 15,073; 30,146; 22,087; 45,095; 30,476; 30,146; 32,976 (derivative); 67,396 (derivative); 45,766 (derivative) — aggregate of these additional disposals shown in the filing is 319,161 shares. Total reported shares affected on the Form 4 = 446,965 shares.
- CVR detail: each CVR may pay up to $4.00 in cash upon achievement of specified milestones under the CVR Agreement (see footnotes F1–F2).
- RSUs/options treatment: per the Merger Agreement, outstanding options that vested (with exercise price < $41) were cashed out (cash = (41 − exercise price) × shares) and converted into one CVR per underlying share (F11). Various RSU awards were converted into cash equal to the Cash Amount × underlying shares and one CVR per share, with some payments remaining subject to continued service/vesting terms (F4–F10). For awards granted Jan 2026 with Relative TSR performance, the committee certified a 200% payout (F6–F7).
- Filing timeliness: Form 4 was filed with a reporting date and filing date of May 14, 2026 (no late filing indicated).
Context These transactions are merger-related: many entries reflect the automatic conversion/cash-out of options and RSUs and the surrender of shares to the issuer (often reported as dispositions to the issuer). The key economic terms are the $41.00 per-share cash amount and the CVR (contingent additional payments up to $4.00). The filing does not state Kelley Boucher’s remaining shareholdings after these transactions. This Form 4 documents corporate-action settlements rather than an open-market purchase or voluntary sale for personal investment purposes.
Insider Transaction Report
Form 4Exit
Boucher Kelley
Chief People Officer
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-05-14−127,804→ 0 total - Award
Common Stock
[F4][F5]2026-05-14+15,073→ 15,073 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-14−15,073→ 0 total - Award
Common Stock
[F6][F7][F8]2026-05-14+30,146→ 30,146 total - Disposition to Issuer
Common Stock
[F6][F7][F8]2026-05-14−30,146→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−22,087→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−45,095→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−30,476→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−30,146→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F11]2026-05-14−32,976→ 0 totalExercise: $16.80→ Common Stock (32,976 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F11]2026-05-14−67,396→ 0 totalExercise: $19.39→ Common Stock (67,396 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F11]2026-05-14−45,766→ 0 totalExercise: $28.17→ Common Stock (45,766 underlying)
Footnotes (11)
- [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) 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.
- [F11]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.
- [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.
- [F3](continued from footnote 2) In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time, 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]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.
- [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, provided that such payments will no longer be subject to performance-based vesting.
- [F6]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),
- [F7](continued from footnote 6) 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.
- [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 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.
Signature
/s/ David Watson, attorney-in-fact for Kelley Boucher|2026-05-14