Chan Gerald 4

What Happened Gerald Chan, a director of Apellis Pharmaceuticals (APLS), reported multiple dispositions on May 14, 2026 tied to the company’s acquisition by Biogen. In aggregate 292,154 shares/units were disposed/converted: 25,666 shares in a change-of-control conversion and 266,488 shares/units (including derivative awards such as RSUs/options) surrendered or cashed out to the issuer. The merger consideration was $41.00 cash per share plus one contingent value right (CVR) per share (CVR may pay up to an additional $4.00 subject to milestone achievement). No per-share market sale price is shown because the transactions were conversions/cash-outs under the merger agreement.

Key Details

• Transaction date: May 14, 2026 (Effective Time of the merger).
• Consideration: $41.00 cash per share plus one CVR per share (CVR contingent payments up to $4.00).
• Total shares/units disposed/converted: 292,154 (includes both ordinary shares and derivative awards converted/cashed out).
• Nature of dispositions: Conversion/cash-out to issuer under Merger Agreement (not open-market sales); many items were derivative awards (Converted RSUs and Cash-Out Options).
• Shares owned after transaction: Not specified in this Form 4 filing.
• Filing timeliness: Reported filed the same day (May 14, 2026); no late filing indicated.
• Relevant footnotes: Merger with Biogen (Purchaser) — outstanding stock tendered/exchanged for $41 + CVR; Converted RSUs converted into cash equal to shares × $41 plus one CVR and remain subject to original vesting/servicing conditions; vested options with exercise price < $41 were cashed out for the spread plus CVR; certain options with strike ≥ $45 were cancelled without consideration.

Context These were merger-driven conversions and cash-outs governed by the Merger Agreement — common in acquisitions. Converted RSUs/eligible options were converted into cash plus CVRs, and RSU-related payments remain subject to original vesting rules (including any double-trigger provisions). This filing documents the contractual exchange, not an open-market sale by the director.