Biogen deal: Apellis (APLS) director’s shares and options cashed out
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals director Keli Walbert reported a series of dispositions tied to the company’s acquisition by Biogen. Under the merger agreement, Apellis shares tendered in the offer 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, subject to milestones and tax withholding. On the merger’s effective date, Walbert disposed of common stock both back to the issuer and pursuant to the tender offer, and all reported stock options with exercise prices below $41.00 were cancelled in exchange for cash based on the spread to the cash amount plus CVRs. Following these transactions, the filing shows no remaining directly held Apellis common shares or stock options for this reporting person.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Walbert Keli
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 14,684 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 15,388 | $0.00 | -- |
| U | Common Stock | 17,051 | $0.00 | -- |
| Disposition | Common Stock | 8,332 | $0.00 | -- |
| Disposition | Common Stock | 664 | $0.00 | -- |
| Disposition | Common Stock | 7,297 | $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"), 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, (continued from footnote 1) 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, 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 3) 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 payout: up to $4.00 per share
Shares tendered by director: 17,051 shares
+5 more
8 metrics
Cash Amount per share
$41.00 per share
Cash consideration for each Apellis common share in tender offer
Maximum CVR payout
up to $4.00 per share
Potential additional cash from one CVR per share upon milestones
Shares tendered by director
17,051 shares
Common Stock disposed of pursuant to tender offer on May 14, 2026
Issuer share disposition blocks
7,297 and 664 shares
Common Stock returned to issuer as reported dispositions to issuer
Cancelled option block 1
15,388 options at $33.00
Stock options to buy Apellis common stock cancelled and cashed out
Cancelled option block 2
14,684 options at $25.12
Additional stock options cancelled for cash plus CVRs
Post-transaction equity held
0 shares/options
Form 4 shows no directly held Apellis common stock or options after transactions
Dispose transactions
6 transactions
Form 4 transaction summary shows six disposition entries
Key Terms
Agreement and Plan of Merger, tender offer, contingent value right, contingent value rights agreement, +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"), which entitles the holder to receive potential payments..."
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.
contingent value rights agreement regulatory
"in accordance with the terms and conditions of a contingent value rights agreement (the "CVR Agreement"..."
Converted RSU Award financial
"each Converted RSU Award that was subject solely to a time-based vesting schedule ... was automatically cancelled and converted into the contingent right to receive..."
Cash-Out Option financial
"each outstanding and unexercised option ... that was vested ... (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00..."
FAQ
What insider transaction did Apellis (APLS) director Keli Walbert report?
Keli Walbert reported disposing of Apellis common stock and stock options in connection with the Biogen acquisition. Shares and vested options were exchanged for cash and contingent value rights under the merger agreement, leaving no directly held Apellis equity in this Form 4.
How were Apellis (APLS) restricted stock units treated in the merger?
Time-based Apellis restricted stock units were cancelled immediately before the merger’s effective time and converted into rights to receive cash equal to shares times $41.00 plus one CVR per underlying share. These replacement rights vest and pay on the original RSU vesting schedule, subject to continued service.
What happened to Apellis (APLS) stock options with exercise prices below $41.00?
Vested Apellis options with exercise prices below $41.00 became “Cash-Out Options.” They were cancelled and converted into cash equal to shares times the $41.00 cash amount minus the strike price, plus one CVR per underlying share, subject to tax withholding.