Apellis (APLS) R&D chief converts stock and options to cash and CVRs in Biogen merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals chief research and development officer Leslie Meltzer reported equity transactions tied to the closing of the company’s merger with Biogen. Common shares tendered before the offer expiration 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 upon specified milestones. The filing shows 107,024 shares of common stock disposed of pursuant to the tender offer and 92,592 stock options with a $27.93 exercise price cancelled in exchange for cash and CVRs. Restricted stock units were converted into rights to future cash and CVR payments that continue to vest over time, including performance-based awards certified at 200% of target after relative total shareholder return reached the 93.3rd percentile. Following these transactions, the report shows no remaining common stock or options held directly.
Positive
- None.
Negative
- None.
Insights
Officer’s equity is cashed out and converted into merger-based cash and CVR rights.
The transactions reflect how Apellis Pharmaceuticals equity awards for Leslie Meltzer were treated when Biogen completed its acquisition. Common shares and vested options were exchanged for $41.00 in cash per share plus one contingent value right (CVR) that can pay up to $4.00 per share if milestones are achieved.
Restricted stock units did not convert into immediate cash; instead, they became rights to the same cash-and-CVR package, generally vesting on the original schedules. For January 2026 performance RSUs, relative total shareholder return was certified at the 93.3% percentile, producing a 200% of target payout. Subsequent disclosures in company materials would detail any CVR milestone outcomes.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
MELTZER LESLIE
Role
Chief Research and Development
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 92,592 | $0.00 | -- |
| U | Common Stock | 107,024 | $0.00 | -- |
| Grant/Award | Common Stock | 22,610 | $0.00 | -- |
| Disposition | Common Stock | 22,610 | $0.00 | -- |
| Grant/Award | Common Stock | 45,220 | $0.00 | -- |
| Disposition | Common Stock | 45,220 | $0.00 | -- |
| Disposition | Common Stock | 61,804 | $0.00 | -- |
| Disposition | Common Stock | 45,220 | $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 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), multiplied by (y) the Cash Amount and (Continued from footnote 6) (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
Tender offer cash per share: $41.00 per share
Maximum CVR payment: $4.00 per share
Shares tendered: 107,024 shares
+4 more
7 metrics
Tender offer cash per share
$41.00 per share
Cash Amount paid for each Apellis common share tendered
Maximum CVR payment
$4.00 per share
Aggregate potential cash per CVR upon specified milestones
Shares tendered
107,024 shares
Common stock disposed of pursuant to the tender offer
Options cancelled
92,592 options
Stock options to buy common stock cancelled and cashed out
Option exercise price
$27.93 per share
Exercise price of cancelled stock options
Performance percentile
93.3rd percentile
Relative TSR used to determine January 2026 RSU payout
RSU payout multiple
200% of target
Payout percentage for specified performance-based RSUs
Key Terms
contingent value right, Merger Agreement, Converted RSU Award, Relative TSR, +1 more
5 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.
Merger Agreement financial
"Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement")"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Converted RSU Award financial
"each outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award")"
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"
Cash-Out Option financial
"each outstanding and unexercised option to purchase shares of Common Stock that was vested ... (each, a "Cash-Out Option")"
FAQ
What insider transactions did Apellis (APLS) report for Leslie Meltzer?
Apellis reported that Leslie Meltzer disposed of common shares and stock options in connection with the Biogen merger. Shares were tendered into the offer, and vested options and RSUs were converted into rights to receive cash plus contingent value rights, replacing prior equity holdings.
How were Apellis (APLS) restricted stock units treated in the merger?
Outstanding Apellis restricted stock units were cancelled and converted into rights to receive cash plus one CVR per underlying share. Those rights generally vest on the original RSU vesting dates, with any applicable double-trigger provisions preserved but without further performance-based vesting conditions.
How were Apellis (APLS) performance-based RSUs with TSR metrics handled?
Performance-based RSUs granted in January 2026 with a total shareholder return metric were converted based on certified performance. Relative TSR was determined at the 93.3rd percentile, resulting in a 200% of target payout level, then exchanged into cash and CVR rights subject to continued service-based vesting.
What happened to Apellis (APLS) stock options under the Biogen merger agreement?
Vested Apellis stock options with exercise prices below $41.00 were cancelled and converted into cash plus one CVR per underlying share. The cash amount equals the difference between $41.00 and the option’s exercise price, multiplied by the option’s share count, less applicable tax withholding.
Does Leslie Meltzer still hold Apellis (APLS) common stock after these transactions?
The filing shows zero shares of Apellis common stock and zero stock options held directly by Leslie Meltzer after the reported transactions. Her prior equity exposure was replaced by rights to receive cash and contingent value right payments under the merger agreement and related award conversions.