Walbert Keli 4

What Happened

• Walbert Keli, a director of Apellis Pharmaceuticals (APLS), disposed of a total of 63,416 shares on May 14, 2026. The transactions were not open-market sales but dispositions to the issuer and a change‑of‑control conversion in connection with Apellis’s merger into a Biogen subsidiary.
• Under the Merger Agreement, each share tendered/converted received $41.00 in cash (the "Cash Amount") plus one contingent value right (CVR) per share that may pay up to $4.00 subject to milestone conditions. The cash proceeds on 63,416 shares equal approximately $2,600,056, with potential additional CVR payments up to $253,664 (contingent).

Key Details

• Transaction date: May 14, 2026 (effective time of the tender/merger).
• Consideration: $41.00 cash per share + 1 CVR per share (CVR pays up to $4.00 if milestones met). Form 4 reports price as N/A but footnotes F1–F5 explain the merger consideration and conversion mechanics.
• Total shares disposed: 63,416 (sum of listed dispositions: 17,051; 8,332; 664; 7,297; 14,684 (derivative); 15,388 (derivative)).
• Approximate cash received: ~$2.60 million; potential contingent additional up to ~$253.7k.
• Shares owned after transaction: not specified in the excerpt of the filing provided.
• Filing timeliness: transaction and Form 4 list the same date (May 14, 2026); no late filing flag indicated.
• Transaction codes: dispositions (D) to issuer and change-of-control (U); derivative conversions referenced in footnotes (Converted RSUs and Cash‑Out Options).

Context

• These were merger-related conversions/cash‑outs (per F1–F5): vested RSUs and in‑the‑money options were cancelled and converted into cash amounts and CVRs rather than open‑market sales. Payments are net of tax withholding and some payments remain subject to original vesting/vesting‑related conditions and the CVR Agreement.
• This type of insider disposition is routine in acquisitions and reflects deal consideration rather than a personal market sale; it does not, by itself, indicate management sentiment beyond acceptance of the merger terms.