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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Dunlop A. Sinclair

(Last) (First) (Middle)
C/O APELLIS PHARMACEUTICALS, INC
6400 WESTWIND WAY, SUITE A

(Street)
CRESTWOOD KY 40014

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Apellis Pharmaceuticals, Inc. [ APLS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/18/2019 S(1) 25,890 D $28.55 374,791 I See Footnote(2)
Common Stock 12/19/2019 S(1) 54,110 D $28.99 320,681 I See Footnote(2)
Common Stock 12/19/2019 S(3) 31,000 D $29.51 249,728 I See Footnote(4)
Common Stock 12/20/2019 S(3) 25,000 D $29.53 224,728 I See Footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported transaction involved a sale of shares held by Epidarex Capital I, LP ("Epidarex"). The price reported in Column 4 is a weighted average price. On December 18, 2019, the shares were sold in multiple transactions at prices ranging from $28.17 to $29.11. On December 19, 2019, the shares were sold in multiple transactions at prices ranging from $28.77 to $29.26. The reporting person undertakes to provide to Apellis Pharmaceuticals, Inc., any security holder of Apellis Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (3) to this Form 4.
2. The securities are held by Epidarex and the reporting person, a general partner of Epidarex, may be deemed to have voting and dispositive power over the shares held by Epidarex. The reporting person disclaims beneficial ownership over the shares held by Epidarex except to the extent of his pecuniary interest therein.
3. The reported transaction involved a sale of shares held by MASA Life Science Ventures, LP ("MASA"). The price reported in Column 4 is a weighted average price. On December 19, 2019, the shares were sold in multiple transactions at prices ranging from $29.30 to $29.80. On December 20, 2019, the shares were sold in multiple transactions at prices ranging from $29.25 to $29.76.
4. The securities are held by MASA and the reporting person, a managing partner of MASA, may be deemed to have voting and dispositive power over the shares held by MASA. The reporting person disclaims beneficial ownership over the shares held by MASA except to the extent of his pecuniary interest therein.
Remarks:
/s/ David Watson, attorney-in-fact for A. Sinclair Dunlop 12/20/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.