Apellis Pharmaceuticals (APLS) Form 4 Apellis Pharmaceuticals / Bihua Chen ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cormorant Asset Management, LLC

(Last) (First) (Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/13/2017		C		2,402,497	A	(1)(3)(4)	2,402,497	D(2)
Common Stock	11/13/2017		P		1,071,428	A	$14	3,473,925	D(2)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	(1)	11/13/2017		C			2,098,581	(1)	(1)	Common Stock	2,098,581	(1)	0	D(2)(3)
Series E Convertible Preferred Stock	(1)	11/13/2017		C			303,916	(1)	(1)	Common Stock	303,916	(1)	0	D(2)(4)

1. Name and Address of Reporting Person^*

Cormorant Asset Management, LLC

(Last) (First) (Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chen Bihua

(Last) (First) (Middle)

C/O CORMORANT ASSET MANAGEMENT, LLC

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cormorant Global Healthcare GP, LLC

(Last) (First) (Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cormorant Global Healthcare Master Fund, LP

(Last) (First) (Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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	11/14/2017
	/s/ CORMORANT ASSET MANAGEMENT, LLC By: Bihua Chen, Managing Member	11/14/2017
	/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member	11/14/2017
	/s/ Bihua Chen	11/14/2017
	** Signature of Reporting Person	Date
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