S. Edward Torres Form 3 Surface Oncology / S. Edward Torres 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^*

LV Management Group, LLC

(Last) (First) (Middle)

115 WEST WASHINGTON STREET

SUITE 1680-SOUTH

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/18/2018

3. Issuer Name and Ticker or Trading Symbol
Surface Oncology, Inc. [ SURF ]

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

Director	X	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)

	Form filed by One Reporting Person
X	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)

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
Series A Preferred Stock	(1)	(1)	Common Stock	3,181,817	(1)	I	By Fund(2)

1. Name and Address of Reporting Person^*

LV Management Group, LLC

(Last) (First) (Middle)

115 WEST WASHINGTON STREET

SUITE 1680-SOUTH

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lilly Ventures Fund I LLC

(Last) (First) (Middle)

115 WEST WASHINGTON STREET

SUITE 1680-SOUTH

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Torres S. Edward

(Last) (First) (Middle)

115 WEST WASHINGTON STREET

SUITE 1680-SOUTH

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hall Steven Edward

(Last) (First) (Middle)

115 WEST WASHINGTON STREET

SUITE 1680-SOUTH

(Street)

INDIANAPOLIS IN 46204

(City) (State) (Zip)

Explanation of Responses:

1. The Series A Preferred Stock is convertible on a 2.2-for-1 basis into Common Stock at any time at the election of the Reporting Person and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration. The shares have no expiration date.

2. These shares are held directly by Lilly Ventures Fund I, LLC (LVFI). LV Management Group, LLC (LVMG) is the management company for LVFI and has voting and dispositive power over the shares held by LVFI. As such, LVMG may be deemed to indirectly beneficially own the shares held by LVFI. LVMG's voting and dispositive decisions with respect to the shares held by LVFI are made by LVMG's management committee, which consists of S. Edward Torres, Dr. Steven E. Hall and Dr. Armen B. Shanafelt. Each of the individuals and entities listed above expressly disclaims beneficial ownership of the shares held by LVFI, except to the extent of his or its pecuniary interest therein. Dr. Shanafelt is a director of the Issuer and, accordingly, files separate Section 16 reports.

Remarks:

	/s/ S. Edward Torres, LV Management Group, LLC	04/18/2018
	/s/ S. Edward Torres, Lilly Ventures Fund I, LLC	04/18/2018
	/s/ S. Edward Torres	04/18/2018
	/s/ Dr. Steven E. Hall	04/18/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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