Biogen–Apellis (APLS) deal triggers GC’s cash, CVR and option changes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals’ General Counsel, David O. Watson, reported multiple stock and option transactions tied to the company’s acquisition by Biogen. Common shares tendered in the offer were exchanged for $41.00 in cash per share plus one contingent value right (CVR) that can pay up to an additional $4.00 in cash if milestones are met. Several restricted stock unit awards were converted into the right to receive cash based on this cash amount and associated CVRs, with vesting tied to continued service. Vested stock options with lower exercise prices were cashed out for cash and CVRs, while higher‑priced options at or above $45.00 per share were cancelled without consideration. These actions are mechanical effects of the merger agreement rather than open‑market trading decisions.
Positive
- Clear cash and CVR value for shareholders: Each Apellis share tendered in the Biogen transaction receives $41.00 in cash plus one CVR with potential additional payments up to an aggregate of $4.00 per share, providing defined upfront and milestone-based consideration.
Negative
- None.
Insights
Watson’s Form 4 reflects mechanical equity treatment under Biogen’s Apellis acquisition, not discretionary trading.
General Counsel David O. Watson reported numerous equity transactions triggered by Apellis’s merger with Biogen. Apellis shareholders who tendered received $41.00 per share in cash plus one contingent value right (CVR) that can pay up to an additional $4.00 per share if specified milestones are achieved.
The filing details how different equity awards convert. Time‑ and performance‑based RSUs become rights to cash based on the cash amount and associated CVRs, maintaining original vesting tied to continued service. Performance RSUs granted in January 2026 paid out at 200% of target after the compensation committee certified Relative TSR at the 93.3rd percentile.
Vested options with exercise prices below $41.00 are cashed out for cash plus CVRs, while those between $41.00 and $45.00 receive only CVRs and options at or above $45.00 are cancelled without value. With derivativeSummary empty, the options listed here no longer remain outstanding after these transactions. Overall, this is a merger‑driven clean‑up of Watson’s Apellis equity, not open‑market buying or selling.
Insider Trade Summary
23 transactions reported
Mixed
23 txns
Insider
Watson David O.
Role
General Counsel
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 82,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 14,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 50,974 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 38,250 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 45,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 37,708 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 34,533 | $0.00 | -- |
| U | Common Stock | 144,517 | $0.00 | -- |
| U | Common Stock | 10,000 | $0.00 | -- |
| U | Common Stock | 50,136 | $0.00 | -- |
| Grant/Award | Common Stock | 41,250 | $0.00 | -- |
| Disposition | Common Stock | 41,250 | $0.00 | -- |
| Grant/Award | Common Stock | 28,508 | $0.00 | -- |
| Disposition | Common Stock | 28,508 | $0.00 | -- |
| Grant/Award | Common Stock | 27,993 | $0.00 | -- |
| Disposition | Common Stock | 27,993 | $0.00 | -- |
| Grant/Award | Common Stock | 55,986 | $0.00 | -- |
| Disposition | Common Stock | 55,986 | $0.00 | -- |
| Disposition | Common Stock | 32,072 | $0.00 | -- |
| Disposition | Common Stock | 55,986 | $0.00 | -- |
| Disposition | Common Stock | 11,874 | $0.00 | -- |
| Disposition | Common Stock | 6,001 | $0.00 | -- |
| Disposition | Common Stock | 7,363 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, Indirect Owner (Custodial Account for minor children))
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, (continued from footnote 2) 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. This represents a custodial account held by the reporting person for the sole benefit of his minor children. The securities are held by The David O. Watson Irrevocable Trust of 2023. William Zorn is the trustee of The David O. Watson Irrevocable Trust of 2023. The reporting person disclaims beneficial ownership over the shares held by The David O. Watson Irrevocable Trust of 2023 except to the extent of his pecuniary interest therein. The securities are held by The Watson Education Trust (the "Trust"), for which the reporting person serves as trustee. The reporting person disclaims beneficial ownership over the shares held by the Trust except to the extent of his pecuniary interest therein. 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 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 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 9) 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 10) 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 10) 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 Cash-Out Option that had an exercise price per share that was equal to or greater than the Cash Amount, and less than the sum of (i) $41.00 (the Cash Amount) plus (ii) $4.00 (i.e., the maximum amount payable pursuant to a CVR assuming that the milestones are achieved) (such sum of $45.00, the "Aggregate Amount"), was automatically cancelled and converted into the right to receive one CVR for each share of Common Stock underlying such Cash-Out Option (with any payable milestone payment amounts being reduced by the excess, if any, of the applicable exercise price per share over the Cash Amount). 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
Cash Amount per share: $41.00 per share
Maximum CVR payment: up to $4.00 per share
Aggregate Amount threshold: $45.00 per share
+4 more
7 metrics
Cash Amount per share
$41.00 per share
Cash paid for each Apellis common share in Biogen transaction
Maximum CVR payment
up to $4.00 per share
Aggregate potential cash from each contingent value right
Aggregate Amount threshold
$45.00 per share
Sum of $41.00 cash amount and $4.00 maximum CVR value
Relative TSR percentile
93.3rd percentile
Performance level used to determine payout on certain RSUs as of May 8, 2026
Payout vs. target
200% of target
Payout level for January 2026 performance RSUs based on Relative TSR
Option exercise prices (examples)
$66.30, $52.66, $44.90 per share
Sample exercise prices of stock options cancelled or cashed out
Indirect tendered shares (trust)
50,136 shares
Common stock held by The David O. Watson Irrevocable Trust of 2023 disposed via tender offer
Key Terms
contingent value right, Agreement and Plan of Merger, Relative TSR, Cash-Out Option, +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.
Agreement and Plan of Merger regulatory
"Pursuant to the terms of that certain Agreement and Plan of Merger"
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.
Relative TSR financial
"performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative to the TSR"
Cash-Out Option financial
"each outstanding and unexercised option ... (each, a "Cash-Out Option")"
Aggregate Amount financial
"such sum of $45.00, the "Aggregate Amount""
double-trigger vesting financial
"including any "double-trigger" vesting provisions applicable to the Converted RSU Award"
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.
FAQ
What insider transactions did Apellis (APLS) General Counsel David O. Watson report?
David O. Watson reported multiple dispositions and awards of Apellis common stock and stock options, largely driven by the Biogen merger. Transactions include tender-offer dispositions, cancellations to the issuer, and conversions of RSUs and options into cash-and-CVR entitlements under the merger agreement.
How were Apellis (APLS) restricted stock units (RSUs) treated in the merger?
Converted RSU awards were cancelled and replaced with rights to receive cash based on the $41.00 cash amount and associated CVRs. These payments generally vest on the original RSU schedule, contingent on continued service, and no longer depend on performance metrics after conversion.
What happened to Apellis (APLS) performance-based RSUs tied to Relative TSR?
Performance-based RSUs granted in January 2026, tied to Relative TSR, were converted based on actual performance. The compensation committee certified Relative TSR at the 93.3rd percentile, resulting in a 200% of target payout, then those awards converted into cash and CVR entitlements under the merger terms.
How were Apellis (APLS) stock options treated in the Biogen merger?
Vested options with exercise prices below $41.00 were cashed out for cash plus CVRs per share. Options between $41.00 and $45.00 received CVRs only, while options with exercise prices at or above $45.00 were cancelled without consideration and will have no further force or effect.
Do David O. Watson’s Form 4 transactions involve open-market buying or selling of Apellis (APLS) shares?
The reported transactions are issuer dispositions, tender-offer dispositions, and award conversions tied to the Biogen merger terms. They do not reflect open-market purchases or sales; instead, they are mechanical outcomes of the merger and equity award treatment provisions.