Apellis (NASDAQ: APLS) director tenders shares for $41 cash plus CVR
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals director Dunlop A. Sinclair reported disposing of all reported equity interests in connection with the company’s merger with Biogen. Common shares tendered before the offer’s expiration were exchanged for $41.00 in cash per share plus one contingent value right (CVR) per share, with potential additional payments of up to an aggregate $4.00 in cash per share upon specified milestones. Additional common stock entries reflect dispositions to the issuer and through the tender offer, leaving no shares reported as held afterward. Vested stock options with exercise prices below $41.00 were cancelled and converted into the right to receive cash based on the spread to $41.00 plus one CVR per underlying share, while options with exercise prices at or above $45.00 were cancelled without consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Dunlop A. Sinclair
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 14,684 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 27,600 | $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 | 161,567 | $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 | -- |
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.
Key Figures
Cash amount per share: $41.00 per share
Maximum CVR payments: $4.00 per share
Tendered common shares example: 161,567 shares
+4 more
7 metrics
Cash amount per share
$41.00 per share
Cash consideration for each Apellis common share in the tender offer
Maximum CVR payments
$4.00 per share
Aggregate potential additional cash per share under CVR agreement
Tendered common shares example
161,567 shares
Common stock disposition pursuant to tender offer on May 14, 2026
Stock option strike price
$59.86 per share
Exercise price for 5,748-stock-option disposition to issuer
Stock option strike price
$57.20 per share
Exercise price for 27,600-stock-option disposition to issuer
High-strike cancellation threshold
$45.00 per share
Options at or above this exercise price cancelled without consideration
Dispose transactions count
12 transactions
Total dispose-direction transactions reported in transaction summary
Key Terms
Agreement and Plan of Merger, tender offer, contingent value right, Cash-Out Option, +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.
tender offer financial
"the shares of common stock ... that were tendered to Purchaser prior to the expiration time of the tender offer were exchanged for"
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.
contingent value right financial
"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.
Cash-Out Option financial
"each outstanding and unexercised option ... that was vested ... (each, a "Cash-Out Option")"
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.
Effective Time regulatory
"effective as of the filing and acceptance of the certificate of merger relating thereto on May 14, 2026 (the "Effective Time")"
FAQ
What insider transaction did Dunlop A. Sinclair report for Apellis (APLS)?
Dunlop A. Sinclair reported dispositions of Apellis common stock and stock options on May 14, 2026. The transactions reflect shares tendered and equity awards cancelled or cashed out as part of Apellis’s merger with Biogen, leaving no reported holdings afterward.
How were Apellis (APLS) restricted stock units treated in the merger?
Time-based restricted stock units were automatically cancelled and converted into rights to receive cash and CVRs. Cash equals the number of underlying shares multiplied by the $41.00 cash amount, plus one CVR per share, vesting on the original RSU schedule and subject to existing terms, including any double-trigger provisions.
What happened to Apellis (APLS) stock options with exercise prices below $41.00?
Vested options with exercise prices below $41.00 were treated as “Cash-Out Options.” Each was cancelled and converted into cash equal to the number of underlying shares times the excess of $41.00 over the exercise price, plus one CVR per underlying share, subject to tax withholding.
How were high-strike Apellis (APLS) stock options impacted by the Biogen deal?
Options with exercise prices at or above $45.00 per share were cancelled without consideration. These options ceased to have any force or effect immediately prior to the merger’s effective time under the merger agreement’s terms, providing no cash or CVR to the holder.
Did Dunlop A. Sinclair retain any Apellis (APLS) stock after the reported transactions?
The Form 4 entries show total shares of Apellis common stock and related derivative securities as zero following the reported transactions. This indicates no remaining holdings were reported after the tender offer and merger-related cancellations were completed.