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*
FEES JESSICA

(Last) (First) (Middle)
C/O SURFACE ONCOLOGY, INC.
50 HAMPSHIRE STREET, 8TH FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2018
3. Issuer Name and Ticker or Trading Symbol
Surface Oncology, Inc. [ SURF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
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 45,904 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 09/14/2025 Common Stock 4,546 0.352 D
Stock Option (Right to Buy) (2) 12/09/2026 Common Stock 5,910 4.136 D
Stock Option (Right to Buy) (3) 06/27/2027 Common Stock 3,636 5.412 D
Stock Option (Right to Buy) (4) 12/08/2027 Common Stock 34,729 8.294 D
Stock Option (Right to Buy) (5) 03/02/2028 Common Stock 15,908 12.892 D
Explanation of Responses:
1. 25% of this option became exercisable on April 1, 2016 and the remaining 75% shall vest in 36 equal monthly installments thereafter.
2. This option shall vest in 48 equal monthly installments after January 1, 2017.
3. This option shall vest in 48 equal monthly installments after July 1, 2017.
4. This option shall vest in 48 equal monthly installments after January 1, 2018.
5. This option shall vest in 48 equal monthly installments after March 1, 2018.
Remarks:
Principal Accounting Officer, Principal Financial Officer Exhibit 24 - Power of Attorney
/s/ Jessica Fees 12/17/2018
** 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).
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.
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of J. Jeffrey Goater and Robert E. Puopolo, signing singly, the
undersigned's true and lawful attorney-in-fact to:

      (1) execute for and on behalf of the undersigned, in the undersigned's
          capacity as an officer and/or director of Surface Oncology, Inc. (the
          "Company"), (i) Form ID, including any attached documents, to effect
          the assignment of codes to the undersigned to be used in the
          transmission of information to the United States Securities and
          Exchange Commission using the EDGAR System, and (ii) Forms 3, 4 and 5
          and amendments thereto in accordance with Section 16(a) of the
          Securities Exchange Act of 1934, as amended, and the rules thereunder;

      (2) do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 3, 4 or 5 and amendments thereto and timely file such form with
          the United States Securities and Exchange Commission and any stock
          exchange or similar authority; and

      (3) take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest
 of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended. The
undersigned hereby agrees to indemnify the attorney-in-fact and the Company
from and against any demand, damage, loss, cost or expense arising from any
false or misleading information provided by the undersigned to the attorney-in-
fact.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney may be filed with the
United States Securities and Exchange Commission as a confirming statement of
the authority granted herein. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to, the Company.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of December 17, 2018.

                                                /s/ Jessica Fees
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                                                    Signature


                                                  Jessica Fees
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                                                   Print Name