Robert W. Ross - Sep 8, 2023 Form 4 Insider Report for Surface Oncology, Inc. (SURF)

Role
Chief Executive Officer, Director
Signature
/s/ Jessica Fees, as Attorney-in-Fact
Stock symbol
SURF
Transactions as of
Sep 8, 2023
Transactions value $
$0
Form type
4
Date filed
9/8/2023, 04:00 PM
Previous filing
Aug 11, 2023
Next filing
Jun 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SURF Common Stock Disposed to Issuer -83.2K -100% 0 Sep 8, 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SURF Stock Option (Right to Buy) Disposed to Issuer $0 -400K -100% $0.00* 0 Sep 8, 2023 Common Stock 400K $0.69 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert W. Ross is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.