Nicholson Nur 4

What Happened

• Nicholson Nur, Chief Technical Officer of Apellis Pharmaceuticals (APLS), had a series of merger-related transactions effective May 14, 2026. Under the Biogen merger, many of his shares, RSUs and option-related interests were converted and disposed to the issuer/purchaser. In total the Form 4 reports dispositions totaling about 695,235 shares.
• Per the Merger Agreement, each share tendered was exchanged for $41.00 in cash plus one contingent value right (CVR) that can pay up to $4.00 if certain milestones are met. That implies roughly $28.5 million in cash received (695,235 × $41) and up to about $2.8 million additional potential CVR payments (695,235 × $4). Several derivative awards (options/RSUs) were cancelled or converted into cash and CVRs per the agreement.

Key Details

• Transaction date: May 14, 2026 (Effective Time of the Merger).
• Cash price: $41.00 per share (plus one CVR per share, CVR pays up to $4.00 if milestones achieved).
• Approximate shares disposed: 695,235 (sum of listed dispositions on the Form 4).
• Approximate immediate cash proceeds: ~$28.5 million; potential contingent payments up to ~$2.8 million (if CVR milestones are met).
• Footnotes: Conversions and payouts governed by the Merger Agreement and CVR Agreement (see F1–F13). Some converted RSUs remain subject to time-based vesting/continued service and "double-trigger" provisions; Jan‑2026 performance RSUs were certified at 200% payout (Relative TSR at 93.3rd percentile) per the filing.
• Derivative treatment: Outstanding vested/unvested options and RSUs were automatically cancelled or converted into cash and CVRs per the Merger Agreement (cash‑out rules vary by option exercise price).
• Shares owned after transaction: not specified on the reported Form 4.
• Filing timeliness: Form dated and filed May 14, 2026; no late‑filing flag reported in the filing.

Context

• This was not an open‑market sale but a corporate cash‑out and conversion triggered by the merger with Biogen: many awards were automatically cancelled/converted rather than traded on the market. The CVRs provide contingent upside if specified milestones are achieved; some converted RSU payments remain subject to service/vesting timing under the Merger Agreement.