SEC Form 4 · accession 0001209191-18-025826
Surface Oncology, Inc. · SURF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Atlas Venture Associates IX, LLC
10% Owner
Atlas Venture Associates IX, L.P.
10% Owner
Atlas Venture Fund IX, L.P.
10% Owner
Period of report
Apr 23, 2018
Accepted (ET)
Apr 23, 2018 · 4:18 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 | 4,545,453 | D | |
| Common StockF2 | Apr 23, 2018 | P | 100,000 | $15.00 | A | 4,645,453 | D |
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 | D |
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.
- F2The shares are held directly by Atlas Venture Fund IX, L.P. ("Atlas Venture Fund IX"). The general partner of Atlas Venture Fund IX is Atlas Venture Associates IX, L.P. ("AVA IX LP"). Atlas Venture Associates IX, LLC ("AVA IX LLC") is the general partner of AVA IX LP. Each of AVA IX LP and AVA IX LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund IX, except to the extent of its pecuniary interest therein, if any.