Apellis Pharmaceuticals, Inc. — Director's Dealing 2017

Nov 15, 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: Hillhouse Capital Management, Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-13	Common Stock	C	2098581	—	Acquired	2098581	Indirect
2017-11-13	Common Stock	P	1428571	$14	Acquired	3527152	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-13	Series D Convertible Preferred Stock	$	C	4476275	Acquired		Common Stock (2098581)	Indirect

Footnotes

F1: The 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.

F2: The 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").

F3: The 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").

F4: Hillhouse 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.