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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Adams Chandra

(Last)

(First)

(Middle)

SURFACE ONCOLOGY, INC.

50 HAMPSHIRE STREET, 8TH FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2022

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

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

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

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	34,800⁽¹⁾	D

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)	⁽²⁾	05/01/2029	Common Stock	16,000	$4.77	D
Stock Option (Right to Buy)	⁽³⁾	02/03/2030	Common Stock	13,800	$3.18	D
Stock Option (Right to Buy)	⁽⁴⁾	03/01/2031	Common Stock	40,000	$9.02	D
Stock Option (Right to Buy)	⁽⁵⁾	03/01/2032	Common Stock	41,000	$3.64	D

Explanation of Responses:

1. Includes a restricted stock unit award under the 2018 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The 21,000 RSUs underlying this award vest as follows: 40% on August 1, 2022 and the remaining 60% on August 1, 2023, so long as the reporting person remains an employee or other service provider of the Issuer on such date.

2. 25% of this option vested and became exercisable on April 24, 2020, and the remainder of the option vests in equal monthly installments over the following three-year period, so that all of the underlying shares shall be vested on April 24, 2023, so long as the reporting person remains an employee or other service provider of the Issuer on such dates.

3. This option vests in equal monthly installments over four years following January 21, 2020, so that all of the underlying shares shall be vested on January 21, 2024, so long as the reporting person remains an employee or other service provider of the Issuer on such dates.

4. This option vests in equal monthly installments over four years following February 9, 2021, so that all of the underlying shares shall be vested on February 9, 2025, so long as the reporting person remains an employee or other service provider of the Issuer on such dates.

5. This option vests in equal monthly installments over four years following February 8, 2022, so that all of the underlying shares shall be vested on February 8, 2026, so long as the reporting person remains an employee or other service provider of the Issuer on such dates.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jessica Fees, as Attorney-in-Fact	11/03/2022
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.