4//SEC Filing
GRAYZEL DAVID S. 4
Accession 0001209191-23-048755
CIK 0001718108other
Filed
Sep 7, 8:00 PM ET
Accepted
Sep 8, 4:00 PM ET
Size
6.8 KB
Accession
0001209191-23-048755
Insider Transaction Report
Form 4
GRAYZEL DAVID S.
Director
Transactions
- Disposition to Issuer
Common Stock
2023-09-08−2,945,453→ 0 total(indirect: See Footnote)
Footnotes (3)
- [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.
- [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.
- [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.
Documents
Issuer
Surface Oncology, Inc.
CIK 0001718108
Entity typeother
Related Parties
1- filerCIK 0001732786
Filing Metadata
- Form type
- 4
- Filed
- Sep 7, 8:00 PM ET
- Accepted
- Sep 8, 4:00 PM ET
- Size
- 6.8 KB