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*
October 2017 Liquidating Trust

(Last) (First) (Middle)
245 SUMMER ST

(Street)
BOSTON MA 02210

(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)
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 (1) (1) Common Stock 406,113 (1) I See Footnote 2(2)
1. Name and Address of Reporting Person*
October 2017 Liquidating Trust

(Last) (First) (Middle)
245 SUMMER ST

(Street)
BOSTON MA 02210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kearney Michael J

(Last) (First) (Middle)
245 SUMMER STREET

(Street)
BOSTON MA 02210

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Preferred Stock are convertible on a 2.2-for-1 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration, and have no expiration date.
2. The shares of common stock of Surface Oncology, Inc. reported in this Form 3 are held by October 2017 Liquidating Trust (the "Trust"). Michael Kearney is the trustee and a beneficiary of the Trust and disclaims any beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned is the beneficial owner of all of the securities reported herein.
Michael Kearney, on behalf of himself and as Trustee of the October 2017 Liquidating Trust 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).
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