Boucher Kelley 4

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.