Dolsten Mikael 4
4 · Apellis Pharmaceuticals, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Apellis (APLS) Director Mikael Dolsten Disposes Shares in Biogen Merger
What Happened
- Director Mikael Dolsten reported dispositions on 2026-05-14 related to the Biogen merger. The Form 4 shows dispositions of 14,312 common-share equivalents and 24,135 derivative units (RSU/option-related), recorded as conversions/dispositions to the issuer in connection with the change of control.
- The filing lists no per-share price (N/A) because the dispositions were part of the merger consideration. Under the Merger Agreement, each share of Apellis common stock was converted into $41.00 in cash plus one contingent value right (CVR) per share (the CVR may pay up to an additional $4.00 per share upon achievement of milestones). The 14,312 + 24,135 = 38,447 shares/units converted implies roughly $1,576,327 in cash before tax withholding and up to an additional $153,788 in contingent payments if CVR milestones are fully achieved.
Key Details
- Transaction date: 2026-05-14 (Effective Time of the Merger)
- Reported dispositions: 14,312 shares (common/underlying) and 24,135 derivative units (converted RSU/option-related) — total 38,447 shares/units converted
- Form price: N/A on Form 4; Merger consideration = $41.00 cash per share + 1 CVR per share (CVR up to $4.00)
- Approximate cash value: 38,447 × $41.00 ≈ $1,576,327 (before any tax withholding)
- Potential additional CVR value: up to 38,447 × $4.00 ≈ $153,788 (contingent)
- Shares owned after transaction: not stated in the supplied filing data
- Footnotes of note: Converted RSUs and certain options were cancelled and converted into cash equal to the Cash Amount and one CVR per share; vesting/payment timing for converted RSUs remains subject to original vesting terms and any applicable “double‑trigger” provisions (see footnotes F1–F6)
- Timeliness: Filed the same day as the Effective Time (2026-05-14) — not indicated as late
Context
- These were not open-market sales but merger-related conversions: common shares and equity awards were converted into the merger consideration (cash + CVR). For converted RSUs and certain options, payments may still be subject to the original vesting schedule and other terms described in the Merger Agreement and CVR Agreement.
- Such merger-driven dispositions are routine contract outcomes of a change of control and do not necessarily signal the insider’s buy/sell sentiment.
Insider Transaction Report
Form 4Exit
Dolsten Mikael
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-05-14−14,312→ 0 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-14−14,312→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F6]2026-05-14−24,135→ 0 totalExercise: $20.96→ Common Stock (24,135 underlying)
Footnotes (6)
- [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"),
- [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. In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions,
- [F3](continued from footnote 2) 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 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.
- [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.
- [F6]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.
Signature
/s/ David Watson, attorney-in-fact for Mikael Dolsten|2026-05-14