Chopas James George 4

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.