OMB APPROVAL

UNITED STATES

OMB Number: 3235-0145

SECURITIES AND EXCHANGE COMMISSION

Expires: February 28, 2009

Washington, D.C. 20549

Estimated average burden hours per response. . 10.4

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 03753U 10 6

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Morningside Venture Investments Ltd

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
12,015,802

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
12,015,802

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
12,015,802

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
19.3% (1)

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 03753U 10 6

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Frances Anne Elizabeth Richard

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
12,015,802

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
12,015,802

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
12,015,802

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
19.3% (1)

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 03753U 10 6

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Raymond Long Sing Tang

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
12,015,802

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
12,015,802

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
12,015,802

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
19.3% (1)

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 03753U 10 6

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jill Marie Franklin

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
12,015,802

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
12,015,802

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
12,015,802

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
19.3% (1)

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 03753U 10 6

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Peter Stuart Allenby Edwards

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
12,015,802

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
12,015,802

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
12,015,802

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
19.3% (1)

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Apellis Pharmaceuticals, Inc.

(b)

Address of Issuer’s Principal Executive Offices
6400 Westwind Way, Suite A
Crestwood, KY 40014

Item 2.

(a)

Name of Person Filing
Morningside Venture Investments Ltd

Frances Anne Elizabeth Richard

Raymond Long Sing Tang

Jill Marie Franklin

Peter Stuart Allenby Edwards

(b)

Address of Principal Business Office or, if none, Residence
c/o THC Management Services S.A.M.

2nd Floor, Le Prince De Galles

3-5 Avenue Des Citronniers

MC 98000, Monaco

With copies to:

Rosemary G. Reilly

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

(c)

Citizenship
Morningside Venture Investments Ltd – British Virgin Islands

Frances Anne Elizabeth Richard - United Kingdom

Raymond Long Sing Tang – United Kingdom

Jill Marie Franklin – United Kingdom

Peter Stuart Allenby Edwards – United Kingdom

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
03753U 10 6

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d–1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: (2)

Morningside Venture Investments Ltd – 12,015,802
Frances Anne Elizabeth Richard – 12,015,802
Raymond Long Sing Tang – 12,015,802
Jill Marie Franklin – 12,015,802
Peter Stuart Allenby Edwards – 12,015,802

(b)

Percent of class:   

Morningside Venture Investments Ltd – 19.3%
Frances Anne Elizabeth Richard – 19.3%
Raymond Long Sing Tang– 19.3%
Jill Marie Franklin– 19.3%
Peter Stuart Allenby Edwards – 19.3%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

Morningside Venture Investments Ltd – 0 shares
Frances Anne Elizabeth Richard – 0 shares
Raymond Long Sing Tang – 0 shares
Jill Marie Franklin – 0 shares
Peter Stuart Allenby Edwards – 0 shares

(ii)

Shared power to vote or to direct the vote    

Morningside Venture Investments Ltd – 12,015,802 shares
Frances Anne Elizabeth Richard – 12,015,802 shares
Raymond Long Sing Tang – 12,015,802 shares
Jill Marie Franklin – 12,015,802 shares
Peter Stuart Allenby Edwards – 12,015,802 shares

(iii)

Sole power to dispose or to direct the disposition of   

Morningside Venture Investments Ltd – 0 shares
Frances Anne Elizabeth Richard – 0 shares
Raymond Long Sing Tang– 0 shares
Jill Marie Franklin – 0 shares
Peter Stuart Allenby Edwards – 0 shares

(iv)

Shared power to dispose or to direct the disposition of   

Morningside Venture Investments Ltd – 12,015,802shares
Frances Anne Elizabeth Richard – 12,015,802 shares
Raymond Long Sing Tang – 12,015,802 shares
Jill Marie Franklin – 12,015,802 shares
Peter Stuart Allenby Edwards – 12,015,802 shares

(2) This statement is filed by: i) Morningside Venture Investments Ltd., a British Virgin Islands exempted company (“MVIL”), with respect to the Common Stock directly and beneficially owned by it; (ii) Frances Anne Elizabeth Richard, with respect to the Common Stock beneficially owned by her as a result of her position as a director with MVIL; (iii) Raymond Long Sing Tang, with respect to the Common Stock beneficially owned by him as a result of his position as a director with MVIL; (iv) Jill Marie Franklin, with respect to the Common Stock beneficially owned by her as a result of her position as a director of MVIL; and (v) Peter Stuart Allenby Edwards, with respect to the Common Stock beneficially owned by him as a result of his position as a director with MVIL.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Frances Anne Elizabeth Richard, Raymond Long Sing Tang, Jill Marie Franklin, and Peter Stuart Allenby Edwards are the directors of MVIL and share voting and dispositive power with respect to the securities held by MVIL.  Ms. Richard, Mr. Tang, Ms. Franklin and Mr. Edwards each disclaims beneficial ownership of the securities owned directly by MVIL, except to the extent of his or her pecuniary interest therein.  MVIL is ultimately wholly beneficially owned by a trust over which Shirley Ng and Adriel Chan share authority to remove the trustee.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

See attached for identification of Members of the Group.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

May 24, 2019

Date

MORNINGSIDE VENTURE INVESTMENTS LTD.

By:

/s/ Frances Anne Elizabeth Richard

Frances Anne Elizabeth Richard, Director

/s/ Frances Anne Elizabeth Richard

Frances Anne Elizabeth Richard

/s/ Raymond Long Sing Tang

Raymond Long Sing Tang

/s/ Jill Marie Franklin

Jill Marie Franklin

/s/ Peter Stuart Allenby Edwards

Peter Stuart Allenby Edwards

MORNINGSIDE VENTURE INVESTMENTS LTD.

By:

/s/ Frances Anne Elizabeth Richard

Frances Anne Elizabeth Richard, Director

/s/ Frances Anne Elizabeth Richard

Frances Anne Elizabeth Richard

/s/ Raymond Long Sing Tang

Raymond Long Sing Tang

/s/ Jill Marie Franklin

Jill Marie Franklin

/s/ Peter Stuart Allenby Edwards

Peter Stuart Allenby Edwards