Machiels Alec 4

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.