Machiels Alec 4
4 · Apellis Pharmaceuticals, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Apellis (APLS) Director Alec Machiels Sells 1.06M Shares in Merger
What Happened
Alec Machiels, a director of Apellis Pharmaceuticals, reported dispositions totaling 1,059,550 shares on May 14, 2026 in connection with the company’s merger with Biogen. The Form 4 shows multiple dispositions coded as "U" (in connection with a change in control) and "D" (to the issuer). Under the merger terms, each share was converted into $41.00 in cash plus one contingent value right (CVR) per share that can pay up to $4.00 if specified milestones are met. The cash consideration for the disposed shares is approximately $43,441,550, with CVRs potentially adding up to $4,238,200 (total potential consideration up to roughly $47.68M), all net of applicable tax withholding.
Key Details
- Transaction date: May 14, 2026 (same day as filing) — filing appears timely.
- Total shares disposed: 1,059,550. Form 4 shows per-share price as N/A because shares were converted under the merger offer; Offer Price = $41.00 cash + 1 CVR per share.
- Approximate immediate cash received (before withholding): $41.00 × 1,059,550 ≈ $43,441,550. CVR upside (contingent): up to $4.00 × 1,059,550 ≈ $4,238,200.
- Many items reported as "derivative" were converted RSU awards and cashed‑out options per the merger terms; some shares were surrendered to the issuer (likely to satisfy tax withholding).
- Holdings after the transactions are not specified in the Form 4. The filing notes certain shares are held by Bauhaus 1 LLC (the reporting person is managing member/trustee) and some are owned by the reporting person’s spouse (see footnotes).
Context
These dispositions were driven by the Merger Agreement (Biogen’s purchase of Apellis) rather than open‑market sales. Under the agreement, vested options with exercise prices below $41 were cashed out for the excess over exercise price plus a CVR; options with exercise prices ≥ $45 were cancelled without consideration. Converted RSU awards were converted into cash and CVRs, though some converted RSUs remain subject to continued service/vesting conditions and will pay out according to their original vesting schedules and the CVR Agreement. The cash and CVR payments are subject to applicable tax withholding.
Insider Transaction Report
Form 4Exit
Machiels Alec
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-05-14−384,989→ 0 total - Disposition from Tender
Common Stock
[F1][F2][F3]2026-05-14−250,000→ 0 total(indirect: By LLC) - Disposition from Tender
Common Stock
[F1][F2][F4]2026-05-14−11,950→ 0 total(indirect: By Spouse) - Disposition from Tender
Common Stock
[F1][F2][F5]2026-05-14−150,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F6][F7]2026-05-14−3,062→ 0 total - Disposition to Issuer
Common Stock
[F6][F7]2026-05-14−5,744→ 0 total - Disposition to Issuer
Common Stock
[F6][F7]2026-05-14−7,961→ 0 total - Disposition to Issuer
Common Stock
[F6][F7]2026-05-14−3,544→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F8]2026-05-14−17,580→ 0 totalExercise: $13.19→ Common Stock (17,580 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F8]2026-05-14−121,894→ 0 totalExercise: $14.00→ Common Stock (121,894 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F8]2026-05-14−14,684→ 0 totalExercise: $25.12→ Common Stock (14,684 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F8]2026-05-14−27,600→ 0 totalExercise: $30.62→ Common Stock (27,600 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F8]2026-05-14−11,199→ 0 totalExercise: $31.91→ Common Stock (11,199 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F9]2026-05-14−8,554→ 0 totalExercise: $47.28→ Common Stock (8,554 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F9]2026-05-14−7,441→ 0 totalExercise: $51.71→ Common Stock (7,441 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F9]2026-05-14−27,600→ 0 totalExercise: $57.20→ Common Stock (27,600 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F9]2026-05-14−5,748→ 0 totalExercise: $59.86→ Common Stock (5,748 underlying)
Footnotes (9)
- [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"), 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
- [F2](continued from footnote 1) 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. 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.
- [F3]The shares are held by Bauhaus 1 LLC, which LLC is held by The Irrevocable Agreement of Trust of Alec Machiels (the "Trust"). The reporting person is the managing member of Bauhaus 1 LLC and the trustee of the Trust.
- [F4]Owned by spouse.
- [F5]On September 7, 2021, the reporting person's spouse transferred 150,000 shares of Apellis Pharmaceuticals, Inc. common stock to her trust, of which the reporting person is the trustee.
- [F6]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.
- [F7](continued from footnote 6) 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.
- [F8]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.
- [F9]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.
Signature
/s/ David Watson, attorney-in-fact for Alec Machiels|2026-05-14