SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GRAYZEL DAVID S.

(Last)

(First)

(Middle)

C/O SURFACE ONCOLOGY, INC.

50 HAMPSHIRE STREET, 8TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/18/2018

3. Issuer Name and Ticker or Trading Symbol
Surface Oncology, Inc. [ SURF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,363,636⁽¹⁾	I	See Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	03/11/2028	Common Stock	21,818	$12.9	D
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	3,181,817	⁽⁴⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. The number of shares reported reflects a 2.2-for-1 reverse stock split of the Issuer's Common Stock effected on April 6, 2018.

2. The shares are held directly by Atlas Venture Fund IX, L.P. ("Atlas Venture Fund IX"). The general partner of Atlas Venture Fund IX is Atlas Venture Associates IX, L.P. ("AVA IX LP"). 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 beneficial ownership of such securities held by Atlas Venture Fund IX, except to the extent of his pecuniary interest therein, if any.

3. The stock option vests and becomes exercisable in 36 equal monthly installments after the closing of the Issuer's initial public offering. The proceeds of any sale of shares of common stock issued to Dr. Grayzel upon exercise of this option will be transferred to AVA IX LLC and therefore Dr. Grayzel disclaims beneficial ownership of such shares, which belongs to AVA IX LLC.

4. The Series A Preferred Stock is convertible on a 2.2-for-1 basis into Common Stock at any time at the election of the Reporting Person and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration. The shares have no expiration date.

Remarks:

Exhibit 24.1 Limited Power of Attorney

	/s/ Frank Castellucci, as Attorney-in-Fact	04/18/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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