Apellis Pharmaceuticals, Inc. — Director's Dealing 2017

Nov 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Apellis Pharmaceuticals, Inc. (APLS)
CIK: 0001492422
Period of Report: 2017-11-13

Reporting Person: Cormorant Asset Management, LLC (10% Owner)
Reporting Person: Chen Bihua (Director, 10% Owner)
Reporting Person: Cormorant Global Healthcare GP, LLC (10% Owner)
Reporting Person: Cormorant Global Healthcare Master Fund, LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-13	Common Stock	C	2402497	—	Acquired	2402497	Direct
2017-11-13	Common Stock	P	1071428	$14	Acquired	3473925	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-13	Series D Convertible Preferred Stock	$	C	2098581	Disposed		Common Stock (2098581)	Direct
2017-11-13	Series E Convertible Preferred Stock	$	C	303916	Disposed		Common Stock (303916)	Direct

Footnotes

F1: The 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.

F2: Shares 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.

F3: Series 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.

F4: Series 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.

F5: The 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.