Initial Statement of Beneficial Ownership (3)
May 29 2020 - 4:25PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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EcoR1 Capital, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/19/2020
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3. Issuer Name and Ticker or Trading Symbol
Surface Oncology, Inc. [SURF]
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(Last)
(First)
(Middle)
357 TEHAMA STREET #3 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 5033861 | I | See Note (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | The Filers are EcoR1 Capital, LLC (EcoR1), Oleg Nodelman and EcoR1 Capital Fund Qualified, L.P. (Qualified). EcoR1 is the general partner and investment adviser of private funds, including Qualified (collectively, the Funds). Mr. Nodelman is the manager and controlling owner of EcoR1. EcoR1 is filing this report for itself, Mr. Nodelman and Qualified. The Filers are filing this Form 3 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. The Funds hold these securities directly for the benefit of their investors. Qualified holds 4,262,806 shares of such securities. EcoR1 indirectly beneficially owns the securities reported herein as the investment adviser to the Funds, and Mr. Nodelman indirectly beneficially owns them as the control person of EcoR1. The Filers disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
EcoR1 Capital, LLC
357 TEHAMA STREET #3
SAN FRANCISCO, CA 94103 |
| X |
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Signatures
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| EcoR1 Capital, LLC, By Oleg Nodelman, Manager | | 5/28/2020 |
| **Signature of Reporting Person | Date |
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