SEC Form 4 · accession 0000899243-17-026034
Apellis Pharmaceuticals, Inc. · APLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
venBio Global Strategic Fund II L.P.
10% Owner
Period of report
Nov 13, 2017
Accepted (ET)
Nov 13, 2017 · 4:27 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 | 3,451,790 | — | A | 3,451,790 | D | |
| Common StockF2 | Nov 13, 2017 | P | 127,515 | $14.00 | A | 3,579,305 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Preferred StockF1 | — | Nov 13, 2017 | C | 6,714,413 | D | — | — | Common Stock | 3,147,872 | 0 | D |
| Series E Preferred StockF1 | — | Nov 13, 2017 | C | 648,256 | D | — | — | Common Stock | 303,917 | 0 | D |
Explanation of responses
- F1The 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 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.
- F2Robert Adelman and Corey Goodman, the managing partners of venBio Global Strategic Fund II LP ("venBio"), share voting and dispositive control over the shares held by venBio.