Apellis Pharmaceuticals (APLS) Form 3 Apellis Pharmaceuticals / A. Sinclair Dunlop ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
11/08/2017

3. Issuer Name and Ticker or Trading Symbol
Apellis Pharmaceuticals, Inc. [ APLS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	186,371	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	11/08/2027	Common Stock	121,894	14	D
Series B Preferred Stock	(3)	(3)	Common Stock	213,100	(3)	I	See Footnote(4)
Series C Preferred Stock	(3)	(3)	Common Stock	150,023	(3)	I	See Footnote(4)
Series D Preferred Stock	(3)	(3)	Common Stock	31,478	(3)	I	See Footnote(4)
Series E Preferred Stock	(3)	(3)	Common Stock	6,078	(3)	I	See Footnote(4)

Explanation of Responses:

1. The securities are held by MASA Life Science Ventures, LP ("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.

2. This option was granted on November 8, 2017 and immediately vested as to 50% of the shares underlying the option on November 8, 2017, with the remainder vesting in 12 equal monthly installments with the first installment vesting on December 8, 2017.

3. The Series B, Series C, Series D and Series E Preferred Stock are convertible into Common Stock on a 2.133-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

4. The securities are held by Epidarex Capital I, LP ("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.

Remarks:

	/s/ A. Sinclair Dunlop	11/08/2017
	** 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 5 (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).
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