SEC Form 4 · accession 0001209191-18-025824
Surface Oncology, Inc. · SURF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
S. Edward Torres
10% Owner
Lilly Ventures Fund I LLC
10% Owner
Steven Edward Hall
10% Owner
LV Management Group, LLC
10% Owner
Period of report
Apr 23, 2018
Accepted (ET)
Apr 23, 2018 · 4:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001718108
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 23, 2018 | C | 3,181,817 | — | A | 3,181,817 | I | By Fund |
| Common StockF2 | Apr 23, 2018 | P | 266,000 | $15.00 | A | 3,447,817 | I | By Fund |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F2 | — | Apr 23, 2018 | C | 7,000,000 | D | — | — | Common Stock | 3,181,817 | 0 | I |
Explanation of responses
- F1The Series A Preferred Stock automatically converted into the Issuer's common stock on a 2.2-for-1 basis at the closing of the Issuer's initial public offering without payment or further consideration and had no expiration date.
- F2These 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.