Vito J. Palombella - Sep 8, 2023 Form 4 Insider Report for Surface Oncology, Inc. (SURF)

Role: Chief Scientific Officer
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: Mar 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SURF	Common Stock	Disposed to Issuer		-87.2K	-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	-150K	-100%	$0.00^*	0	Sep 8, 2023	Common Stock	150K	$0.69	Direct	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Vito J. Palombella 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.