Apellis (NASDAQ: APLS) chief people officer reports cash-out and new stock grants in Biogen merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals’ Chief People Officer Kelley Boucher reported multiple equity transactions tied to the completion of Apellis’s merger with a Biogen subsidiary. Common shares tendered before the offer expired were exchanged for $41.00 in cash per share plus one contingent value right (CVR) that may pay up to an additional $4.00 in cash per share if specified milestones are met. Following the tender offer and subsequent merger effective at the filing of the certificate of merger on May 14, 2026, Apellis became a wholly owned subsidiary of Biogen. In connection with the merger, previously outstanding restricted stock units and vested stock options were cancelled and converted into rights to receive cash based on the $41.00 cash amount plus one CVR per underlying share, with vesting and “double-trigger” conditions generally preserved but with performance-based vesting removed. Boucher also received new awards of 30,146 and 15,073 shares of common stock as compensation grants, which she now holds directly, and all listed stock options were disposed of to the issuer.
Positive
- None.
Negative
- None.
Insights
Officer’s legacy equity is cashed out in the Biogen deal while new stock awards are granted.
The filing shows how Kelley Boucher’s equity converted in Apellis’s merger with a Biogen subsidiary. Common shares tendered were exchanged for $41.00 in cash plus a contingent value right (CVR) per share with potential additional cash up to $4.00.
Outstanding RSUs were cancelled and replaced with rights to receive cash based on the cash amount and CVRs, keeping the original vesting schedules and any double-trigger protections but eliminating performance-based conditions. Vested options with exercise prices below $41.00 were similarly cashed out for their intrinsic value plus CVRs.
Boucher’s prior holdings and options reported here go to zero, while she receives new grants of 30,146 and 15,073 shares of common stock. This looks like a standard merger-related cleanup of legacy awards and issuance of new time-based equity, rather than discretionary open-market trading.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Boucher Kelley
Role
Chief People Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 32,976 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 67,396 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 45,766 | $0.00 | -- |
| U | Common Stock | 127,804 | $0.00 | -- |
| Grant/Award | Common Stock | 15,073 | $0.00 | -- |
| Disposition | Common Stock | 15,073 | $0.00 | -- |
| Grant/Award | Common Stock | 30,146 | $0.00 | -- |
| Disposition | Common Stock | 30,146 | $0.00 | -- |
| Disposition | Common Stock | 22,087 | $0.00 | -- |
| Disposition | Common Stock | 45,095 | $0.00 | -- |
| Disposition | Common Stock | 30,476 | $0.00 | -- |
| Disposition | Common Stock | 30,146 | $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. (continued from footnote 2) In the Merger, 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. 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. (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. 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), (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. (continued from footnote 7) 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. 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 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. 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.
Key Figures
Cash Amount per share: $41.00 per share
Maximum CVR payments: up to $4.00 per share
New stock grant 1: 30,146 shares
+5 more
8 metrics
Cash Amount per share
$41.00 per share
Cash consideration for each Apellis common share in the tender offer
Maximum CVR payments
up to $4.00 per share
Potential additional cash per share from contingent value right milestones
New stock grant 1
30,146 shares
Common stock awarded to Kelley Boucher as compensation, held directly
New stock grant 2
15,073 shares
Additional common stock award to Kelley Boucher, held directly
Tendered common shares
127,804 shares
Common stock disposed of in connection with the tender offer
Option strike price 1
$28.17 per share
Exercise price of cancelled stock option on 45,766 underlying shares
Option strike price 2
$19.39 per share
Exercise price of cancelled stock option on 67,396 underlying shares
Relative TSR percentile
93.3rd percentile
Performance level used to determine payout on certain performance RSUs
Key Terms
Agreement and Plan of Merger, contingent value right, Converted RSU Award, double-trigger vesting, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Apellis Pharmaceuticals, Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
contingent value right financial
"plus (ii) one contractual, non-transferable contingent value right per share of Common Stock (each, a "CVR"),"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Converted RSU Award financial
"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"
double-trigger vesting financial
"including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time"
Double-trigger vesting is a rule for employee stock options or restricted shares that requires two events before the employee fully owns them: usually a passage of time (or continued work) and a second event such as the company being sold or the employee being let go after that sale. It matters to investors because it affects how much equity stays with key employees after a merger or acquisition, which can influence management stability, integration risk, and the ultimate value or dilution of shares — like needing two separate keys to open an important lock.
Relative TSR financial
"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")"
Cash-Out Option financial
"each outstanding and unexercised option to purchase shares of Common Stock that was vested ... (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00"
FAQ
What insider transactions did Kelley Boucher report in Apellis (APLS) Form 4?
Kelley Boucher reported multiple dispositions and grants of Apellis common stock and options tied to the Biogen merger. Prior holdings and options were cancelled or cashed out, while she received new stock awards of 30,146 and 15,073 shares held directly as compensation.
How were Apellis (APLS) RSUs treated in the Biogen merger for Kelley Boucher?
Outstanding Apellis RSUs were automatically cancelled and converted into rights to cash based on $41.00 per underlying share plus one CVR. These replacement rights retain the original time-based vesting and any double-trigger terms, but no longer have performance-based vesting conditions attached.
What happened to Apellis (APLS) performance-based RSUs tied to Relative TSR?
Performance-based RSUs granted in January 2026 with Relative TSR metrics were converted using actual performance as of May 8, 2026. The compensation committee certified Relative TSR at the 93.3rd percentile, resulting in a 200% of target payout for those awards, payable as cash plus CVRs over time.
How were Apellis (APLS) stock options handled in the Biogen transaction?
Each vested Apellis stock option with an exercise price below $41.00 was cancelled and converted into cash equal to the spread between $41.00 and the exercise price, multiplied by underlying shares, plus one CVR per underlying share, all subject to applicable tax withholding requirements.