[Form 4] Apellis Pharmaceuticals, Inc. Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals director Paul R. Fonteyne reported disposing of his equity interests in connection with Biogen’s acquisition of Apellis. On the Form 4 date, multiple blocks of Apellis common stock were either surrendered to the issuer or delivered into a tender offer.
Under the merger agreement among Apellis, Biogen and a Biogen subsidiary, each tendered share of Apellis common stock was exchanged for $41.00 in cash per share plus one contractual, non-transferable contingent value right, or CVR, per share. Each CVR can pay up to an additional $4.00 in cash if specified milestones are met.
In addition, vested or transaction-vested stock options with exercise prices below $41.00 were cancelled and converted into cash payments equal to the spread over $41.00, plus one CVR per underlying share, while higher-priced options at or above $45.00 per share were cancelled without consideration. Following these transactions, the positions reported in this Form 4 show zero shares remaining.
Positive
- None.
Negative
- None.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
FONTEYNE PAUL R.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 14,684 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 37,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 11,199 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 8,554 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 7,441 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 27,600 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 5,748 | $0.00 | -- |
| U | Common Stock | 30,666 | $0.00 | -- |
| Disposition | Common Stock | 3,062 | $0.00 | -- |
| Disposition | Common Stock | 5,744 | $0.00 | -- |
| Disposition | Common Stock | 7,961 | $0.00 | -- |
| Disposition | Common Stock | 3,544 | $0.00 | -- |
| Disposition | Common Stock | 3,877 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- 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"), (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, (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. 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. (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. 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. 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.
