SEC Form 4 · accession 0000902664-17-004362

Apellis Pharmaceuticals, Inc. · APLS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Hillhouse Capital Management, Ltd.

10% Owner

Period of report

Nov 13, 2017

Accepted (ET)

Nov 15, 2017 · 4:32 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 Stock^F1,F2,F4	Nov 13, 2017	C	2,098,581	—	A	2,098,581	I	See footnotes
Common Stock^F3,F4	Nov 13, 2017	P	1,428,571	$14.00	A	3,527,152	I	See footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series D Convertible Preferred Stock^F2,F4,F1	—	Nov 13, 2017	C	4,476,275	A	—	—	Common Stock	2,098,581	0	I

Explanation of responses

F1The Series D Convertible Preferred Stock was convertible at any time, at the holder's election, into shares of the Issuer's common stock, $0.0001 par value ("Common Stock") on a 2.133-for-1 basis. The Series D Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 2.133-for-1 basis upon the closing of the Issuer's initial public offering. The Series D Convertible Preferred Stock did not have an expiration date.
F2The securities reported on this line are held directly by Hillhouse WHP Holdings Limited, a company incorporated under the laws of the British Virgin Islands ("WHP"). WHP is owned by Hillhouse Fund II, L.P., a Cayman Islands limited partnership ("Fund II").
F3The securities reported on this line are held directly by (i) Gaoling Fund, L.P., an exempted Cayman Islands limited partnership ("Gaoling") and (ii) YHG Investment, L.P., an exempted Cayman limited partnership ("YHG" and together with WHP and Gaoling, the "Hillhouse Entities").
F4Hillhouse Capital Management, Ltd., an exempted Cayman Islands company ("Hillhouse Capital" or the "Reporting Person") acts as the sole management company of Fund II and Gaoling and the sole general partner of YHG. Hillhouse Capital is deemed to be the sole beneficial owner of, and to control the investment and voting power of, the securities held by the Hillhouse Entities. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or other wise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.