Deschatelets Pascal 4
4 · Apellis Pharmaceuticals, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Apellis (APLS) CSO Pascal Deschatelets Tenders 1.18M Shares in Merger
What Happened
- Pascal Deschatelets, Chief Scientific Officer of Apellis (APLS), tendered 1,177,222 shares as part of Apellis’s sale to Biogen and received $41.00 cash per share (≈ $48,266,102) plus one contractual contingent value right (CVR) per share (CVRs may pay up to $4.00 per share if milestones are achieved).
- The Form 4 also reports multiple grants/conversions and corresponding dispositions to the issuer (including a number of RSU conversions and cancellation/cash‑out of vested options). Many awards and option interests were converted or cancelled under the merger terms and converted into cash and CVRs (and some option cash‑outs were equal to the spread between $41 and the option exercise price).
Key Details
- Transaction date and filing date: May 14, 2026 (filing same day as reported transactions).
- Cash consideration: $41.00 per common share tendered, plus one CVR per share (CVR can pay up to $4.00 if specified milestones are met).
- Major disposition: 1,177,222 shares tendered → ≈ $48.27M cash + CVRs.
- Additional activity: numerous RSU/award conversions and derivative (option) cancellations converted into cash and CVRs (many small blocks listed on the Form 4; total listed dispositions to issuer ≈ 1.90M shares when combining stock and derivative units shown).
- Shares owned after transaction: not stated in the supplied summary of the filing.
- Notable footnotes: transactions were effected under the Merger Agreement with Biogen—RSUs were converted into cash and CVRs (some subject to continued service/vesting dates and “double‑trigger” provisions); certain January 2026 performance RSUs were certified at 200% payout prior to conversion. See footnotes F1–F13 in the filing for full legal terms.
- Filing timing: appears timely (transaction and report date both May 14, 2026).
Context
- These are merger-related dispositions and conversions, not ordinary open‑market sales; the cash/CVR treatment was specified by the Merger Agreement (i.e., shares were exchanged for a fixed cash amount plus CVRs).
- For derivative items: vested options with exercise price below $41 were cashed out for the intrinsic value (Cash Amount minus exercise price) and converted to CVRs; options at or above certain thresholds were cancelled per the agreement.
- Such merger-driven transactions are procedural outcomes of the acquisition and do not necessarily reflect the insider’s independent trading view.
Insider Transaction Report
Form 4Exit
Deschatelets Pascal
Chief Scientific Officer
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-05-14−1,177,222→ 0 total - Award
Common Stock
[F4][F5]2026-05-14+41,250→ 41,250 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-14−41,250→ 0 total - Award
Common Stock
[F4][F5]2026-05-14+10,030→ 10,030 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-14−10,030→ 0 total - Award
Common Stock
[F4][F5]2026-05-14+12,920→ 12,920 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-14−12,920→ 0 total - Award
Common Stock
[F6][F7][F8]2026-05-14+25,840→ 25,840 total - Disposition to Issuer
Common Stock
[F6][F7][F8]2026-05-14−25,840→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−4,909→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−3,372→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−11,284→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−25,840→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F11]2026-05-14−108,622→ 0 totalExercise: $4.31→ Common Stock (108,622 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F11]2026-05-14−82,500→ 0 totalExercise: $19.39→ Common Stock (82,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F11]2026-05-14−110,000→ 0 totalExercise: $14.95→ Common Stock (110,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F11]2026-05-14−95,000→ 0 totalExercise: $13.85→ Common Stock (95,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F11]2026-05-14−50,974→ 0 totalExercise: $35.46→ Common Stock (50,974 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F12]2026-05-14−56,250→ 0 totalExercise: $44.33→ Common Stock (56,250 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F12]2026-05-14−45,000→ 0 totalExercise: $44.90→ Common Stock (45,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F13]2026-05-14−30,845→ 0 totalExercise: $52.66→ Common Stock (30,845 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F13]2026-05-14−9,805→ 0 totalExercise: $66.30→ Common Stock (9,805 underlying)
Footnotes (13)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Apellis Pharmaceuticals, Inc. (the "Issuer"), Biogen Inc. ("Parent") and Parent's direct wholly-owned subsidiary, Aspen Purchaser Sub, Inc. ("Purchaser"), dated as of March 31, 2026, the shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Purchaser prior to the expiration time of the tender offer were exchanged for: (i) $41.00 per share of Common Stock, net to the seller in cash, without interest and subject to reduction for any applicable tax withholding (the "Cash Amount"), plus (ii) one contractual, non-transferable contingent value right per share of Common Stock (each, a "CVR"),
- [F10](continued from footnote 9) Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time, as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement.
- [F11]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of Common Stock that was vested pursuant to its existing terms or that vested as a result of the transactions contemplated by the Merger Agreement (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00 (the Cash Amount) was automatically cancelled and converted into the right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such option, multiplied by (y) the excess of the Cash Amount over the exercise price per share of such option and (ii) one CVR for each share of Common Stock underlying such option.
- [F12]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Cash-Out Option that had an exercise price per share that was equal to or greater than the Cash Amount, and less than the sum of (i) $41.00 (the Cash Amount) plus (ii) $4.00 (i.e., the maximum amount payable pursuant to a CVR assuming that the milestones are achieved) (such sum of $45.00, the "Aggregate Amount"), was automatically cancelled and converted into the right to receive one CVR for each share of Common Stock underlying such Cash-Out Option (with any payable milestone payment amounts being reduced by the excess, if any, of the applicable exercise price per share over the Cash Amount).
- [F13]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each vested or unvested option with an exercise price per share that was equal to or greater than $45.00 (the Aggregate Amount) was cancelled without consideration and will have no further force or effect.
- [F2](continued from footnote 1) which entitles the holder to receive potential payments of up to an aggregate of $4.00 in cash, without interest and subject to reduction for any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and conditions of a contingent value rights agreement (the "CVR Agreement" and the Cash Amount plus one CVR, together, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of the filing and acceptance of the certificate of merger relating thereto on May 14, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of Parent.
- [F3](continued from footnote 2) In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was automatically converted into the right to receive the Offer Price from Purchaser, without interest and subject to reduction for any applicable withholding taxes.
- [F4]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award") that was subject to both a time-based and a performance-based vesting schedule (other than RSUs granted in January 2026 and for which performance-based vesting schedule was based on total shareholder return), was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award, as determined based on the target level of performance, multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award.
- [F5](continued from footnote 4) Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time, as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement, provided that such payments will no longer be subject to performance-based vesting.
- [F6]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was granted in January 2026 subject to both a time-based and a performance-based vesting schedule, with the performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative to the TSR of the group of companies in the Nasdaq Biotechnology Index ("Relative TSR"), was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award, as determined based on the actual performance determined by the compensation committee of the Issuer's board of directors as of May 8, 2026 (which is the latest practicable date prior to the Effective Time),
- [F7](continued from footnote 6) multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award. On May 11, 2026, the compensation committee certified that the Relative TSR as of May 8, 2026 was at the 93.3rd percentile, which resulted in a payout percentage of 200% of target for each such Converted RSU Award, as reported in the table above. Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time,
- [F8](continued from footnote 7) as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement, provided that such payments will no longer be subject to performance-based vesting.
- [F9]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was subject solely to a time-based vesting schedule (including, for the avoidance of doubt, any Converted RSU Award for which the performance period of any applicable performance metric had already ended) was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award.
Signature
/s/ David Watson, attorney-in-fact for Pascal Deschatelets|2026-05-14