Sec Form 4 Filing - Hillhouse Capital Management, Ltd. @ Apellis Pharmaceuticals, Inc. - 2017-11-13

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hillhouse Capital Management, Ltd.
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)
(Last) (First) (Middle)
DMS HOUSE, 20 GENESIS CLOSE, PO BOX 2587
3. Date of Earliest Transaction (MM/DD/YY)
11/13/2017
(Street)
GRAND CAYMAN, E900000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 2,098,581 A 2,098,581 I See footnotes ( 2 ) ( 4 )
Common Stock 11/13/2017 P 1,428,571 A $ 14 3,527,152 I See footnotes ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 4,476,275 ( 1 ) ( 1 ) Common Stock 2,098,581 $ 0 0 I See footnotes ( 2 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hillhouse Capital Management, Ltd.
DMS HOUSE, 20 GENESIS CLOSE
PO BOX 2587
GRAND CAYMAN, E900000
X
Signatures
Hillhouse Capital Management, Ltd. /s/ Richard A. Hornung, General Counsel and Chief Compliance Officer 11/15/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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").
( 3 )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").
( 4 )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 otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

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