SEC Form 4 · accession 0001140361-17-042815
Apellis Pharmaceuticals, Inc. · APLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Cormorant Asset Management, LLC
10% Owner
Bihua Chen
Director · 10% Owner
Cormorant Global Healthcare GP, LLC
10% Owner
Period of report
Nov 13, 2017
Accepted (ET)
Nov 14, 2017 · 4:31 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,F3,F4,F2 | Nov 13, 2017 | C | 2,402,497 | — | A | 2,402,497 | D | |
| Common StockF2,F5 | Nov 13, 2017 | P | 1,071,428 | $14.00 | A | 3,473,925 | 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 Convertible Preferred StockF1,F2,F3 | — | Nov 13, 2017 | C | 2,098,581 | D | — | — | Common Stock | 2,098,581 | 0 | D |
| Series E Convertible Preferred StockF1,F2,F4 | — | Nov 13, 2017 | C | 303,916 | D | — | — | Common Stock | 303,916 | 0 | D |
Explanation of responses
- F1The convertible preferred stock was convertible at any time, at the holder's election, on a 2.133-for-one basis and had no expiration date but converted automatically upon the closing of the Issuer's initial public offering.
- F2Shares reported herein are held by Cormorant Private Healthcare Fund I, LP (the "Fund I"), Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and by a managed account (the "Account"). Cormorant Asset Management, LLC ("Cormorant") serves as the investment manager of Fund I, the Master Fund and the Account. Bihua Chen serves as manager of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
- F3Series D Convertible Preferred Stock reported herein represent (i) 1,573,936 shares held by Fund I, (ii) 442,013 shares held by the Master Fund, and (iii) 82,632 shares held by the Account.
- F4Series E Convertible Preferred Stock reported herein represent (i) 245,656 shares held by Fund I, (ii) 48,231 shares held by the Master Fund, and (iii) 10,029 shares held by the Account.
- F5The Common Stock reported as purchased herein on November 13, 2017 represents (i) 892,714 shares purchased by the Master Fund, and (ii) 178,714 shares purchased by the Account. The Common Shares held by the Reporting Person as of the date of this filing, include (i) 1,819,592 shares held by the Fund I, (ii) 1,382,958, shares held by the Master Fund, and (iii) 3,473,925 shares held by the Account.