Biogen deal: Apellis (APLS) VP tenders 65,955 shares, options cancelled
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals VP and Chief Accounting Officer James George Chopas reported multiple equity changes tied to the company’s acquisition by Biogen. On May 14, 2026, he tendered 65,955 shares of common stock in a tender offer, receiving $41.00 in cash per share plus one contingent value right (CVR) that can pay up to an additional $4.00 per share upon specified milestones.
In connection with the same merger, his outstanding stock options and restricted stock unit (RSU) awards were either cancelled for no value if deeply out of the money, or converted into rights to cash payments based on the $41.00 cash amount and corresponding CVRs. The filing shows several compensation-related grants of common stock and RSU‑linked awards on the same date and paired dispositions back to the issuer under the merger terms. After these transactions, Chopas holds no remaining direct common stock or stock options in Apellis, which is now a wholly owned subsidiary of Biogen.
Positive
- None.
Negative
- None.
Insights
Routine merger clean-up: all Apellis equity for this officer is cashed out or cancelled.
The filing shows James George Chopas, VP/Chief Accounting Officer of Apellis, participating in Biogen’s acquisition via a tender offer and follow-on merger. His 65,955 common shares were tendered for $41.00 in cash per share plus CVRs worth up to $4.00 per share.
Equity awards are treated mechanically under the merger agreement. RSUs convert into cash-and-CVR rights that vest on the original schedules, while vested in-the-money options become cash-and-CVR rights, and options with exercise prices at or above $45.00 are cancelled without consideration. There are no open‑market buys or sells.
Because this is a standardized outcome of a completed change of control, not a discretionary trade, the informational signal is limited. It confirms that Apellis is now a wholly owned Biogen subsidiary and that this officer no longer holds Apellis common stock or options. Overall impact on Biogen or any public securities valuation is modest, so this event is best viewed as administratively neutral.
Insider Trade Summary
19 transactions reported
Mixed
19 txns
Insider
Chopas James George
Role
VP/Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 11,250 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 20,853 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 15,114 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 12,086 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 21,750 | $0.00 | -- |
| U | Common Stock | 65,955 | $0.00 | -- |
| Grant/Award | Common Stock | 5,625 | $0.00 | -- |
| Disposition | Common Stock | 5,625 | $0.00 | -- |
| Grant/Award | Common Stock | 8,394 | $0.00 | -- |
| Disposition | Common Stock | 8,394 | $0.00 | -- |
| Grant/Award | Common Stock | 16,150 | $0.00 | -- |
| Disposition | Common Stock | 16,150 | $0.00 | -- |
| Grant/Award | Common Stock | 8,075 | $0.00 | -- |
| Disposition | Common Stock | 8,075 | $0.00 | -- |
| Disposition | Common Stock | 2,406 | $0.00 | -- |
| Disposition | Common Stock | 4,156 | $0.00 | -- |
| Disposition | Common Stock | 9,444 | $0.00 | -- |
| Disposition | Common Stock | 16,150 | $0.00 | -- |
| Disposition | Common Stock | 6,250 | $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, (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. 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. 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, (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. 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. 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.
Key Figures
Tendered common shares: 65,955 shares
Cash amount per share: $41.00 per share
Maximum CVR payout: $4.00 per share
+5 more
8 metrics
Tendered common shares
65,955 shares
Shares of Apellis common stock tendered in Biogen offer
Cash amount per share
$41.00 per share
Cash consideration for each tendered Apellis share
Maximum CVR payout
$4.00 per share
Potential additional cash from one CVR per share
Option shares at $65.41
21,750 options at $65.41
Disposed stock options with $65.41 exercise price
Option shares at $66.30
12,086 options at $66.30
Disposed stock options with $66.30 exercise price
Option shares at $52.66
15,114 options at $52.66
Disposed stock options with $52.66 exercise price
Option shares at $35.46
20,853 options at $35.46
Disposed stock options referencing 29,914 underlying shares
Option shares at $19.39
11,250 options at $19.39
Disposed stock options with $19.39 exercise price
Key Terms
contingent value right, tender offer, Converted RSU Award, Relative TSR, +2 more
6 terms
contingent value right financial
"one contractual, non-transferable contingent value right per share of Common Stock"
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.
tender offer financial
"shares of common stock ... that were tendered to Purchaser prior to the expiration time of the tender offer"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Converted RSU Award financial
"each outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award")"
Relative TSR financial
"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 ... (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00"
Effective Time financial
"effective as of the filing and acceptance of the certificate of merger ... on May 14, 2026 (the "Effective Time")"
FAQ
What insider activity did Apellis (APLS) report for James George Chopas?
Apellis reported that VP and Chief Accounting Officer James George Chopas tendered 65,955 common shares in Biogen’s acquisition and had his remaining stock options and RSU awards cashed out or cancelled under the merger agreement, leaving him with no direct Apellis common stock or options.
How were Apellis (APLS) RSU awards treated in the Biogen merger?
Most Apellis RSU awards were cancelled and converted into rights to cash payments based on the $41.00 cash amount per underlying share plus one CVR per share. These replacement rights generally vest on the original time-based schedules and are no longer subject to performance-based vesting conditions.
What happened to Apellis (APLS) stock options in this insider filing?
Vested options with exercise prices below $41.00 were cancelled and converted into cash equal to shares multiplied by the excess of $41.00 over the exercise price, plus one CVR per underlying share. Options with exercise prices at or above $45.00 were cancelled without consideration under the merger terms.
Does James George Chopas still own Apellis (APLS) common stock after the Biogen merger?
According to the Form 4, James George Chopas no longer holds Apellis common stock directly after tendering 65,955 shares in the offer and completing related issuer dispositions. The filing also shows no remaining stock option positions in Apellis following the merger-driven cancellations.