4//SEC Filing
Sigal Charles Elliott 4
Accession 0001209191-23-048762
CIK 0001718108other
Filed
Sep 7, 8:00 PM ET
Accepted
Sep 8, 4:00 PM ET
Size
9.2 KB
Accession
0001209191-23-048762
Insider Transaction Report
Form 4
Sigal Charles Elliott
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2023-09-08−113,636→ 0 totalExercise: $0.35→ Common Stock (113,636 underlying) - Disposition to Issuer
Common Stock
2023-09-08−45,453→ 0 total(indirect: See Footnote)
Footnotes (4)
- [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]The shares are held by Sigal Family Investments, LLC. The Reporting Person may be deemed to have voting and dispositive power with respect to the shares held by Sigal Family Investments, LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
- [F4]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.
Documents
Issuer
Surface Oncology, Inc.
CIK 0001718108
Entity typeother
Related Parties
1- filerCIK 0001661908
Filing Metadata
- Form type
- 4
- Filed
- Sep 7, 8:00 PM ET
- Accepted
- Sep 8, 4:00 PM ET
- Size
- 9.2 KB