0001140361-17-042815.txt : 20171114 0001140361-17-042815.hdr.sgml : 20171114 20171114163128 ACCESSION NUMBER: 0001140361-17-042815 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171113 FILED AS OF DATE: 20171114 DATE AS OF CHANGE: 20171114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chen Bihua CENTRAL INDEX KEY: 0001599214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38276 FILM NUMBER: 171202074 MAIL ADDRESS: STREET 1: C/O CORMORANT ASSET MANAGEMENT, LLC STREET 2: 200 CLARENDON STREET, 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cormorant Asset Management, LLC CENTRAL INDEX KEY: 0001583977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38276 FILM NUMBER: 171202075 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 857-702-0388 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cormorant Global Healthcare GP, LLC CENTRAL INDEX KEY: 0001618451 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38276 FILM NUMBER: 171202071 BUSINESS ADDRESS: STREET 1: 100 HIGH STREET STREET 2: SUITE 1105 CITY: BOSTON STATE: DC ZIP: 02110 BUSINESS PHONE: 617-848-3429 MAIL ADDRESS: STREET 1: 100 HIGH STREET STREET 2: SUITE 1105 CITY: BOSTON STATE: DC ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cormorant Global Healthcare Master Fund, LP CENTRAL INDEX KEY: 0001618442 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38276 FILM NUMBER: 171202070 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-848-3429 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apellis Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001492422 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 271537290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6400 WESTWIND WAY STREET 2: SUITE A CITY: CRESTWOOD STATE: KY ZIP: 40014 BUSINESS PHONE: 502-241-4114 MAIL ADDRESS: STREET 1: 6400 WESTWIND WAY STREET 2: SUITE A CITY: CRESTWOOD STATE: KY ZIP: 40014 4 1 doc1.xml FORM 4 X0306 4 2017-11-13 1 0001492422 Apellis Pharmaceuticals, Inc. APLS 0001583977 Cormorant Asset Management, LLC 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001599214 Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LLC 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 1 0 1 0 0001618451 Cormorant Global Healthcare GP, LLC 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001618442 Cormorant Global Healthcare Master Fund, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2017-11-13 4 C 0 2402497 A 2402497 D Common Stock 2017-11-13 4 P 0 1071428 14 A 3473925 D Series D Convertible Preferred Stock 2017-11-13 4 C 0 2098581 D Common Stock 2098581 0 D Series E Convertible Preferred Stock 2017-11-13 4 C 0 303916 D Common Stock 303916 0 D 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. 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. 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. 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. 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. /s/ CORMORANT GLOBAL HEALTHCARE GP, LLC By: Bihua 2017-11-14 /s/ CORMORANT ASSET MANAGEMENT, LLC By: Bihua Chen, Managing Member 2017-11-14 /s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member 2017-11-14 /s/ Bihua Chen 2017-11-14