Robert W. Ross - 08 Sep 2023 Form 4 Insider Report for Surface Oncology, Inc.

Reporting relationship: Chief Executive Officer, Director
Issuer ticker: N/A
Reported as of: 08 Sep 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 08 Sep 2023, 16:00:22 UTC
Prior SEC filing: 11 Aug 2023
Next SEC filing: 17 Jun 2024
Source filing: View source filing
Reporting owner signature: /s/ Jessica Fees, as Attorney-in-Fact

Key filing fact

Robert W. Ross filed Form 4 for Surface Oncology, Inc. on 08 Sep 2023.

Key facts

This page summarizes Robert W. Ross's Form 4 filing for Surface Oncology, Inc..
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 08 Sep 2023, 16:00.

Change

Previous filing in this sequence was filed on 11 Aug 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: -83,193
Change %: -100%
Price
Shares after: 0
Date: 08 Sep 2023
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SURF transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -400,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 08 Sep 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 400,000
Exercise price: $0.6900
Footnotes: F1, F3

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Robert W. Ross 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

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.