0001209191-23-048757.txt : 20230908 0001209191-23-048757.hdr.sgml : 20230908 20230908160022 ACCESSION NUMBER: 0001209191-23-048757 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230908 FILED AS OF DATE: 20230908 DATE AS OF CHANGE: 20230908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSS ROBERT W. CENTRAL INDEX KEY: 0001733077 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38459 FILM NUMBER: 231245230 MAIL ADDRESS: STREET 1: C/O SURFACE ONCOLOGY STREET 2: 50 HAMPSHIRE ST., 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Surface Oncology, Inc. CENTRAL INDEX KEY: 0001718108 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 HAMPSHIRE STREET, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-714-4096 MAIL ADDRESS: STREET 1: 50 HAMPSHIRE STREET, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-08 1 0001718108 Surface Oncology, Inc. SURF 0001733077 ROSS ROBERT W. C/O SURFACE ONCOLOGY, INC. 50 HAMPSHIRE STREET, 8TH FLOOR CAMBRIDGE MA 02139 1 1 0 0 Chief Executive Officer 0 Common Stock 2023-09-08 4 D 0 83193 D 0 D Stock Option (Right to Buy) 0.69 2023-09-08 4 D 0 400000 0.00 D Common Stock 400000 0 D 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. 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. 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. /s/ Jessica Fees, as Attorney-in-Fact 2023-09-08