O'Brien Stephanie Monaghan 4

What Happened
Stephanie Monaghan O'Brien, a director of Apellis Pharmaceuticals (APLS), disposed a total of 297,904 shares on May 14, 2026 in connection with Apellis’s merger with Biogen. Although the Form 4 shows the trade price as N/A, the Merger Agreement provides that each tendered share was exchanged for $41.00 in cash (the “Cash Amount”) plus one contingent value right (CVR) potentially worth up to $4.00 per share. The cash component equals about $12,214,064, and the CVRs could add up to roughly $1,191,616 if all milestones are met (before taxes and withholding).

Key Details

• Transaction date: 2026-05-14 (effective time of the merger). Form filed 2026-05-14.
• Dispositions shown: 16 line items totaling 297,904 shares (some listed as derivative/converted awards).
• Cash received per share: $41.00 (per Merger Agreement); total cash ≈ $12.21M.
• Potential additional consideration: one CVR per share, up to $4.00/share (aggregate up to ≈ $1.19M), subject to CVR Agreement terms and withholding.
• Filing price fields recorded as N/A; the cash/CVR terms are described in footnotes to the Form 4.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Timeliness: Filing date matches the effective date (no late filing indicated in provided data).

Context

• These dispositions resulted from the Merger Agreement with Biogen: outstanding common shares tendered/converted into the Cash Amount plus CVRs. Converted RSUs and certain in-the-money options were cashed out (converted to cash + CVRs) per the agreement; out-of-the-money options at or above the specified strike were cancelled without consideration.
• This is a merger-related disposition (corporate transaction), not an open-market sale by the director. Such transactions reflect deal terms rather than a trading decision by the insider.