SEC Form 4 · accession 0000899243-17-026032
Apellis Pharmaceuticals, Inc. · APLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Morningside Venture Investments Ltd
10% Owner
Period of report
Nov 13, 2017
Accepted (ET)
Nov 13, 2017 · 4:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001492422
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 13, 2017 | C | 10,778,303 | — | A | 10,778,303 | D | |
| Common StockF2 | Nov 13, 2017 | P | 575,000 | $14.00 | A | 11,353,303 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1 | — | Nov 13, 2017 | C | 1,054,544 | D | — | — | Common Stock | 494,394 | 0 | D |
| Series C Preferred StockF1 | — | Nov 13, 2017 | C | 17,200,000 | D | — | — | Common Stock | 8,063,759 | 0 | D |
| Series D Preferred StockF1 | — | Nov 13, 2017 | C | 4,476,275 | D | — | — | Common Stock | 2,098,581 | 0 | D |
| Series E Preferred StockF1 | — | Nov 13, 2017 | C | 259,302 | D | — | — | Common Stock | 121,566 | 0 | D |
Explanation of responses
- F1The Series B, Series C, Series D and Series E Preferred Stock converted into Common Stock on a 2.133-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B, Series C, Series D and Series E Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- F2Louise Mary Garbarino, Jill Marie Franklin, Peter Stuart Allenby Edwards and Raymond Long Sing Tang, the directors of Morningside Venture Investments, Ltd. ("MVIL"), share voting and dispositive control over the shares held by MVIL.