| 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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Surface Oncology, Inc. [ SURF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/08/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/08/2023 | D(1) | 45,453 | D | (2) | 0 | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $0.35 | 09/08/2023 | D(1) | 113,636 | (4) | (4) | Common Stock | 113,636 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated as of June 15, 2023 (the "Merger Agreement"), by and among the Issuer, Coherus BioSciences, Inc. ("Coherus"), Crimson Merger Sub I, Inc., a direct, wholly owned subsidiary of Coherus ("Merger Sub I"), and Crimson Merger Sub II, LLC, a direct, wholly owned subsidiary of Coherus ("Merger Sub II"), pursuant to which Merger Sub I merged with and into the Issuer effective as of September 8, 2023 (the "Effective Time"), with Surface surviving such merger as a direct, wholly owned subsidiary of Coherus (the "First Merger"), and, as part of the same overall transaction, promptly after the First Merger, the surviving corporation of the First Merger merged with and into Merger Sub II, with Merger Sub II surviving such merger. |
| 2. At the Effective Time, each issued and outstanding share of common stock of the Issuer was cancelled and converted into the right to receive (i) 0.1960 (the "Exchange Ratio") shares of common stock of Coherus and (ii) one contingent value right (each, a "CVR") representing a contractual right to receive contingent future conditional payments pursuant to the terms of a Contingent Value Rights Agreement by and between Coherus and Computershare Inc. |
| 3. The shares are held by Sigal Family Investments, LLC. The Reporting Person may be deemed to have voting and dispositive power with respect to the shares held by Sigal Family Investments, LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
| 4. At the Effective Time, each option to purchase shares of the Issuer's Common Stock that was outstanding immediately prior to the Effective Time that had an exercise price per share equal to or less than $1.0354 (any such option, an "In-the-Money Option") was cancelled and converted into the right to receive (i) 0.1960 shares of common stock of Coherus and (ii) a number of CVRs equal to the number of shares of Surface common stock underlying such In-the-Money Option. |
| Remarks: |
| /s/ Jessica Fees, as Attorney-in-Fact | 09/08/2023 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
