Chopas James George 4
4 · Apellis Pharmaceuticals, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Apellis (APLS) VP/CAO James G. Chopas Sells 65,955 Shares in Merger
What Happened
- James G. Chopas, Vice President and Chief Accounting Officer of Apellis Pharmaceuticals (APLS), completed a series of merger-related transactions effective May 14, 2026. The primary action was a disposition in connection with the change of control: 65,955 shares were tendered/exchanged pursuant to the Merger Agreement for $41.00 per share (cash) plus one contingent value right (CVR) per share. The cash component equals about $2.70 million before any tax withholdings.
- Multiple restricted stock unit (RSU) grants and other share awards were converted and then surrendered to the issuer (dispositions to the issuer), and several in-the-money options/derivatives were cashed out (dispositions of derivative securities) under the Merger Agreement. Some shares were also surrendered for tax withholding. These transactions reflect the automatic conversion/cash-out rules in the merger rather than open-market selling.
Key Details
- Transaction date: May 14, 2026. Cash price per share: $41.00 (per Merger Agreement).
- Approximate cash value for the 65,955 shares: $2,704,155 (before tax withholding).
- Multiple RSU awards were converted and either (a) became contingent rights to cash + CVRs or (b) were cashed out per the merger; certain options with exercise price < $41 were converted into cash (spread) plus CVRs; options with exercise price ≥ $45 were cancelled without consideration.
- Several dispositions labeled “to the issuer” reflect shares/certificates surrendered for cash/CVR exchange or tax withholding; a number of “A” (acquired/grant) entries reflect converted RSUs granted immediately before being settled per the merger.
- Footnotes: Merger consideration = $41.00 cash per share + one CVR (CVR may pay up to $4.00 upon achievement of milestones). Jan 2026 RSUs with Relative TSR performance were certified at 200% payout (per filing). Payments on converted RSUs may remain subject to original vesting/service conditions (including double-trigger provisions), per the Merger Agreement and CVR terms.
- Filing date: May 14, 2026 (same day as transactions shown) — filing appears to be timely based on provided data.
Context
- These transactions were driven by the Biogen tender offer and merger mechanics, not an open-market sale for personal liquidity. For options: “cash-out” means in‑the‑money options were cancelled in exchange for a cash payment equal to the number of option shares × (Cash Amount − exercise price) plus CVRs. For investors, merger-driven disposals are largely procedural and reflect deal terms rather than an insider signaling buy/sell intentions.
Insider Transaction Report
Form 4
Chopas James George
VP/Chief Accounting Officer
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-05-14−65,955→ 0 total - Award
Common Stock
[F4][F5]2026-05-14+5,625→ 5,625 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-14−5,625→ 0 total - Award
Common Stock
[F4][F5]2026-05-14+8,394→ 8,394 total - Disposition to Issuer
Common Stock
[F4][F5]2026-05-14−8,394→ 0 total - Award
Common Stock
[F6][F7][F8]2026-05-14+16,150→ 16,150 total - Disposition to Issuer
Common Stock
[F6][F7][F8]2026-05-14−16,150→ 0 total - Award
Common Stock
[F6][F7][F8]2026-05-14+8,075→ 8,075 total - Disposition to Issuer
Common Stock
[F6][F7][F8]2026-05-14−8,075→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−2,406→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−4,156→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−9,444→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−16,150→ 0 total - Disposition to Issuer
Common Stock
[F9][F10]2026-05-14−6,250→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F11]2026-05-14−11,250→ 0 totalExercise: $19.39→ Common Stock (11,250 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F11]2026-05-14−20,853→ 0 totalExercise: $35.46→ Common Stock (29,914 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F12]2026-05-14−15,114→ 0 totalExercise: $52.66→ Common Stock (15,114 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F12]2026-05-14−12,086→ 0 totalExercise: $66.30→ Common Stock (12,086 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F12]2026-05-14−21,750→ 0 totalExercise: $65.41→ Common Stock (21,750 underlying)
Footnotes (12)
- [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"),
- [F10](continued from footnote 9) 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.
- [F11]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.
- [F12]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.
- [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,
- [F3](continued from footnote 2) 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.
- [F4]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award") that was subject to both a time-based and a performance-based vesting schedule (other than RSUs granted in January 2026 and for which performance-based vesting schedule was based on total shareholder return), 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, as determined based on the target level of performance, 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, provided that such payments will no longer be subject to performance-based vesting.
- [F6]Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was granted in January 2026 subject to both a time-based and a performance-based vesting schedule, with the performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative to the TSR of the group of companies in the Nasdaq Biotechnology Index ("Relative TSR"), 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, as determined based on the actual performance determined by the compensation committee of the Issuer's board of directors as of May 8, 2026 (which is the latest practicable date prior to the Effective Time),
- [F7](continued from footnote 6) multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award. On May 11, 2026, the compensation committee certified that the Relative TSR as of May 8, 2026 was at the 93.3rd percentile, which resulted in a payout percentage of 200% of target for each such Converted RSU Award, as reported in the table above. 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,
- [F8](continued from footnote 7) 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, provided that such payments will no longer be subject to performance-based vesting.
- [F9]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.
Signature
/s/ David Watson, attorney-in-fact for James Chopas|2026-05-14