FONTEYNE PAUL R. 4

What Happened

Paul R. Fonteyne, a director of Apellis Pharmaceuticals (APLS), disposed of a total of 167,580 shares on May 14, 2026 as part of the company’s merger with Biogen. Under the merger terms, each share was converted into $41.00 in cash plus one contingent value right (CVR). The cash component of these dispositions is roughly $6,870,780; the CVRs may entitle holders to up to $4.00 per share in additional contingent payments (up to ~$670,320 aggregate), subject to milestone achievement and withholding.

Many of the line items reported were dispositions to the issuer (D) and marked as derivative—reflecting cancellation/conversion of RSUs and vested options into the cash/CVR consideration under the Merger Agreement—rather than open-market sales.

Key Details

• Transaction date: May 14, 2026. Report filed May 14, 2026 (appears timely).
• Shares disposed: 167,580 total.
• Cash consideration: $41.00 per share → approx. $6,870,780 total (before any withholding).
• Contingent value rights: 1 CVR per share; CVRs provide up to $4.00 per share contingent payments.
• Transaction types reported: change of control (U) and disposition to issuer (D); many entries labeled “Derivative” (converted RSUs/options).
• Shares owned after transaction: not specified in this Form 4.
• Tax/withholding: cash amounts are subject to applicable tax withholding per the Merger Agreement.

Context

These were merger-related cash-outs under the Agreement and Plan of Merger (Biogen → Apellis), not voluntary open-market sales—so they reflect deal consideration being paid and equity awards/options being converted/cashed out. The filing shows the conversion/cash-out mechanics: time-based RSUs and in-the-money options were converted into cash plus CVRs; options with exercise prices at or above specified thresholds were cancelled per the merger terms. This transaction is informational for investors but does not by itself indicate insider sentiment about the company’s standalone prospects.