David S. Grayzel - 08 Sep 2023 Form 4 Insider Report for Surface Oncology, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 08 Sep 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 08 Sep 2023, 16:00:17 UTC
Prior SEC filing: 08 Jun 2023
Next SEC filing: 04 Jan 2024
Source filing: View source filing
Reporting owner signature: /s/ Ommer Chohan, as Attorney-in-Fact

Key filing fact

David S. Grayzel filed Form 4 for Surface Oncology, Inc. on 08 Sep 2023.

Key facts

This page summarizes David S. Grayzel's Form 4 filing for Surface Oncology, Inc..
1 reported transaction and 0 derivative rows are listed below.
Accepted by SEC: 08 Sep 2023, 16:00.

Change

Previous filing in this sequence was filed on 08 Jun 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SURF transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -2,945,453
Change %: -100%
Price
Shares after: 0
Date: 08 Sep 2023
Ownership: See Footnote
Footnotes: F1, F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

David S. Grayzel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote F3

These shares are held directly by Atlas Venture Fund IX, L.P. ("Atlas IX"). Atlas Venture Associates IX, L.P. ("AVA IX LP") is the general partner of Atlas IX. Atlas Venture Associates IX, LLC ("AVA IX LLC") is the general partner of AVA IX LP. The Reporting Person owns an interest in AVA IX LP and disclaims Section 16 beneficial ownership of the securities held by Atlas IX, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed to an admission that Mr. Grayzel is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.