Deschatelets Pascal 4

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.