Apellis Pharmaceuticals, Inc. — Director's Dealing 2017

Nov 8, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Apellis Pharmaceuticals, Inc. (APLS)
CIK: 0001492422
Period of Report: 2017-11-08

Reporting Person: Cormorant Asset Management, LLC (10% Owner)
Reporting Person: Cormorant Global Healthcare Master Fund, LP (10% Owner)
Reporting Person: CORMORANT PRIVATE HEALTHCARE FUND I, LP (10% Owner)
Reporting Person: Chen Bihua (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Convertible Preferred Stock	$		Common Stock (2098581)		Direct
Series E Convertible Preferred Stock	$		Common Stock (303916)		Direct

Footnotes

F1: The convertible preferred stock is convertible at any time, at the holder's election, on a 2.133-for-one basis and has no expiration date but is expected to convert automatically upon the closing of the Issuer's initial public offering.

F2: Series D Convertible Preferred Stock reported herein represent (i) 1,573,936 shares held by Cormorant Private Healthcare Fund I, LP ("Fund I"), (ii) 442,014 shares held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), and (iii) 82,631 shares held by a managed account (the "Account").

F3: 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.

F4: 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 3 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.