Biogen files Form 3 on Apellis group status
BIOGEN INC. filed an initial ownership report for its relationship with Apellis Pharmaceuticals, Inc. under a Tender and Support Agreement dated March 31, 2026.
Rhea-AI Filing Summary
BIOGEN INC. filed an initial ownership report for its relationship with Apellis Pharmaceuticals, Inc. under a Tender and Support Agreement dated March 31, 2026. The agreement covers common stock held by several existing Apellis holders and may form a “group” that beneficially owns in aggregate more than 10% of the outstanding common stock for Section 13(d) purposes.
However, the agreement does not give Biogen any pecuniary interest in the Apellis common stock, related RSUs, or options, so Biogen is not considered a beneficial owner for Section 16 reporting. The Form 3 shows zero indirect holdings of common stock and stock options following the reporting date.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
BIOGEN INC.
Role
Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Options | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Options — 0 contracts (Indirect, See footnotes);
Common Stock — 0 shares (Indirect, See footnotes)
Footnotes (5)
- F1. The reporting person entered into a Tender and Support Agreement, dated March 31, 2026 (the "Tender and Support Agreement") with respect to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Apellis Pharmaceuticals, Inc. (the "Issuer") held by each of (i) Morningside Venture Investments, Ltd., (ii) Cedric Francois, (iii) Gerald Chan, (iv) Alec Machiels, and (v) Pascal Deschatelets (each, a "Holder" and, collectively, the "Holders").
- F2. By virtue of entering into the Tender and Support Agreement, dated March 31, 2026, with each of the Holders, the reporting person on this Form 3 may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") with respect to the securities held by parties who continue to be bound by the Tender and Support Agreement, which such "group" beneficially owns (as defined in Section 13(d) of the Exchange Act), in the aggregate, more than 10% of the outstanding Common Stock. Pursuant to the Tender and Support Agreement, the Holders agreed to irrevocably and unconditionally appoint the reporting person, or any person designated by the reporting person, as its proxy and attorney-in-fact to vote such Holders' Common Stock for certain matters as set forth in the Tender and Support Agreement.
- F3. The Tender and Support Agreement does not provide the reporting person with a pecuniary interest in the Common Stock and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.
- F4. Each of Messrs Chan, Deschatelets, Francois and Machiels holds Restricted Stock Units ("RSUs") in the amount and on the terms reported on each of Messrs Chan, Deschatelets, Francois and Machiels' past and current Form 3 and Form 4 filings with respect to the Issuer, as amended. The Tender and Support Agreement does not provide the reporting person with a pecuniary interest in the Common Stock underlying such RSUs and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.
- F5. Each of Messrs Chan, Deschatelets, Francois and Machiels holds options for Common Stock (the "Options"), which are currently outstanding and unexercised as of March 31, 2026, in the amount and on the terms reported on each of Messrs Chan, Deschatelets, Francois and Machiels' past and current Form 3 and Form 4 filings with respect to the Issuer, as amended. The Tender and Support Agreement does not provide the reporting person with a pecuniary interest in the Common Stock underlying such Options and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.
Key Figures
Group beneficial ownership threshold: More than 10% of outstanding Common Stock
1 metrics
Group beneficial ownership threshold
More than 10% of outstanding Common Stock
Aggregate holdings of parties bound by Tender and Support Agreement
Key Terms
Tender and Support Agreement, Section 13(d), Section 16, pecuniary interest, +1 more
5 terms
Tender and Support Agreement regulatory
"The reporting person entered into a Tender and Support Agreement, dated March 31, 2026"
Section 13(d) regulatory
"may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities and Exchange Act of 1934"
A Section 13(d) filing is a public disclosure required under U.S. securities law when a person or group acquires more than 5% of a company’s registered equity and may influence control. The filer must report who owns the shares, how they were acquired, and any plans or intentions for the company, so the market and other shareholders can see if a large buyer is attempting a takeover or other strategic move. Think of it like a formal announcement that someone has crossed a threshold and is showing their hand.
Section 16 regulatory
"the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
pecuniary interest financial
"The Tender and Support Agreement does not provide the reporting person with a pecuniary interest in the Common Stock"
Restricted Stock Units ("RSUs") financial
"Each of Messrs Chan, Deschatelets, Francois and Machiels holds Restricted Stock Units ("RSUs") in the amount and on the terms reported"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Biogen’s Form 3 filing for Apellis Pharmaceuticals (APLS) report?
Biogen’s Form 3 reports its relationship to Apellis common stock under a Tender and Support Agreement with several existing holders. The filing shows Biogen has zero reported holdings and no pecuniary interest for Section 16 purposes, despite potential “group” status under Section 13(d).
Does Biogen own more than 10% of Apellis Pharmaceuticals (APLS) stock?
The filing states a “group” that includes Biogen may beneficially own more than 10% of Apellis common stock under Section 13(d). However, Biogen has no pecuniary interest in those shares and is not treated as a beneficial owner for Section 16 reporting obligations.
What is the Tender and Support Agreement mentioned in Biogen’s Form 3 for APLS?
The Tender and Support Agreement, dated March 31, 2026, is between Biogen and several Apellis holders. It covers how those holders’ shares are voted on certain matters and allows Biogen, or its designee, to act as proxy and attorney-in-fact, without granting Biogen economic ownership.
How are Apellis RSUs and options treated in Biogen’s Form 3 filing?
The filing notes that certain Apellis insiders hold RSUs and options previously reported on their Forms 3 and 4. The Tender and Support Agreement does not grant Biogen pecuniary interest in the common stock underlying these RSUs or options, so Biogen is not a Section 16 beneficial owner of them.
AI-generated analysis. How Rhea-AI works. Not financial advice.
