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*
Atlas Venture Fund IX, L.P.

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(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)
Director X 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)
Form filed by One Reporting Person
X 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) D(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (3) (3) Common Stock 3,181,817 (3) D(2)
1. Name and Address of Reporting Person*
Atlas Venture Fund IX, L.P.

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates IX, L.P.

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates IX, LLC

(Last) (First) (Middle)
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
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. Each of AVA IX LP and AVA IX LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund IX, except to the extent of its pecuniary interest therein, if any.
3. 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:
Atlas Venture Fund IX, LP, By: Atlas Venture Associates IX, LP, its general partner, By: Atlas Venture Associates IX, LLC, its general partner, By: Frank Castellucci, General Counsel /s/ Frank Castellucci 04/18/2018
Atlas Venture Associates IX, LP, By: Atlas Venture Associates IX, LLC, its general partner, By: Frank Castellucci, General Counsel /s/ Frank Castellucci 04/18/2018
Atlas Venture Associates IX, LLC, By: Frank Castellucci, General Counsel /s/ Frank Castellucci 04/18/2018
** Signature of Reporting Person Date
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