Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 86877M209
	1.	Name of Reporting Persons Venrock Healthcare Capital Partners II, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x(1)
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0
			6.		Shared Voting Power 3,877,895(2)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 3,877,895(2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,877,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 9.9%(3)
	12.	Type of Reporting Person (See Instructions) PN

 

(1)              Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)              Consists of 1,024,928 shares owned by Venrock Healthcare Capital Partners II, L.P., 415,323 shares owned by VHCP Co-Investment Holdings II, LLC, 2,216,217 shares owned by Venrock Healthcare Capital Partners III, L.P. and 221,427 shares owned by VHCP Co-Investment Holdings III, LLC.

 

(3)              This percentage is calculated based upon (i) 28,321,999 shares of the Issuers common stock outstanding as of May 8, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020, plus (ii) 1,900,000 shares of the Issuers common stock sold through an at-the-market sales facility, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2020.

 

2

 

CUSIP No. 86877M209
	1.	Name of Reporting Persons VHCP Co-Investment Holdings II, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x(1)
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0
			6.		Shared Voting Power 3,877,895(2)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 3,877,895(2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,877,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 9.9%(3)
	12.	Type of Reporting Person (See Instructions) OO

 

(1)              Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)              Consists of 1,024,928 shares owned by Venrock Healthcare Capital Partners II, L.P., 415,323 shares owned by VHCP Co-Investment Holdings II, LLC, 2,216,217 shares owned by Venrock Healthcare Capital Partners III, L.P. and 221,427 shares owned by VHCP Co-Investment Holdings III, LLC.

 

(3)              This percentage is calculated based upon (i) 28,321,999 shares of the Issuers common stock outstanding as of May 8, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020, plus (ii) 1,900,000 shares of the Issuers common stock sold through an at-the-market sales facility, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2020.

 

3

 

CUSIP No. 86877M209
	1.	Name of Reporting Persons Venrock Healthcare Capital Partners III, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x(1)
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0
			6.		Shared Voting Power 3,877,895(2)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 3,877,895(2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,877,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 9.9%(3)
	12.	Type of Reporting Person (See Instructions) PN

 

(1)              Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)              Consists of 1,024,928 shares owned by Venrock Healthcare Capital Partners II, L.P., 415,323 shares owned by VHCP Co-Investment Holdings II, LLC, 2,216,217 shares owned by Venrock Healthcare Capital Partners III, L.P. and 221,427 shares owned by VHCP Co-Investment Holdings III, LLC.

 

(3)              This percentage is calculated based upon (i) 28,321,999 shares of the Issuers common stock outstanding as of May 8, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020, plus (ii) 1,900,000 shares of the Issuers common stock sold through an at-the-market sales facility, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2020.

 

4

 

CUSIP No. 86877M209
	1.	Name of Reporting Persons VHCP Co-Investment Holdings III, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x(1)
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0
			6.		Shared Voting Power 3,877,895(2)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 3,877,895(2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,877,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 9.9%(3)
	12.	Type of Reporting Person (See Instructions) OO

 

(1)              Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)              Consists of 1,024,928 shares owned by Venrock Healthcare Capital Partners II, L.P., 415,323 shares owned by VHCP Co-Investment Holdings II, LLC, 2,216,217 shares owned by Venrock Healthcare Capital Partners III, L.P. and 221,427 shares owned by VHCP Co-Investment Holdings III, LLC.

 

(3)              This percentage is calculated based upon (i) 28,321,999 shares of the Issuers common stock outstanding as of May 8, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020, plus (ii) 1,900,000 shares of the Issuers common stock sold through an at-the-market sales facility, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2020.

 

5

 

CUSIP No. 86877M209
	1.	Name of Reporting Persons VHCP Management II, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x(1)
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0
			6.		Shared Voting Power 3,877,895(2)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 3,877,895(2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,877,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 9.9%(3)
	12.	Type of Reporting Person (See Instructions) OO

 

(1)              Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)              Consists of 1,024,928 shares owned by Venrock Healthcare Capital Partners II, L.P., 415,323 shares owned by VHCP Co-Investment Holdings II, LLC, 2,216,217 shares owned by Venrock Healthcare Capital Partners III, L.P. and 221,427 shares owned by VHCP Co-Investment Holdings III, LLC.

 

(3)              This percentage is calculated based upon (i) 28,321,999 shares of the Issuers common stock outstanding as of May 8, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020, plus (ii) 1,900,000 shares of the Issuers common stock sold through an at-the-market sales facility, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2020.

 

6

 

CUSIP No. 86877M209
	1.	Name of Reporting Persons VHCP Management III, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x(1)
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0
			6.		Shared Voting Power 3,877,895(2)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 3,877,895(2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,877,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 9.9%(3)
	12.	Type of Reporting Person (See Instructions) OO

 

(1)              Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)              Consists of 1,024,928 shares owned by Venrock Healthcare Capital Partners II, L.P., 415,323 shares owned by VHCP Co-Investment Holdings II, LLC, 2,216,217 shares owned by Venrock Healthcare Capital Partners III, L.P. and 221,427 shares owned by VHCP Co-Investment Holdings III, LLC.

 

(3)              This percentage is calculated based upon (i) 28,321,999 shares of the Issuers common stock outstanding as of May 8, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020, plus (ii) 1,900,000 shares of the Issuers common stock sold through an at-the-market sales facility, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2020.

 

7

 

CUSIP No. 86877M209
	1.	Name of Reporting Persons Shah, Nimish
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x(1)
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0
			6.		Shared Voting Power 3,877,895(2)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 3,877,895(2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,877,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 9.9%(3)
	12.	Type of Reporting Person (See Instructions) IN

 

(1)              Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)              Consists of 1,024,928 shares owned by Venrock Healthcare Capital Partners II, L.P., 415,323 shares owned by VHCP Co-Investment Holdings II, LLC, 2,216,217 shares owned by Venrock Healthcare Capital Partners III, L.P. and 221,427 shares owned by VHCP Co-Investment Holdings III, LLC.

 

(3)              This percentage is calculated based upon (i) 28,321,999 shares of the Issuers common stock outstanding as of May 8, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020, plus (ii) 1,900,000 shares of the Issuers common stock sold through an at-the-market sales facility, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2020.

 

8

 

CUSIP No. 86877M209
	1.	Name of Reporting Persons Koh, Bong
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x(1)
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0
			6.		Shared Voting Power 3,877,895(2)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 3,877,895(2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,877,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 9.9%(3)
	12.	Type of Reporting Person (See Instructions) IN

 

(1)              Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.

 

(2)              Consists of 1,024,928 shares owned by Venrock Healthcare Capital Partners II, L.P., 415,323 shares owned by VHCP Co-Investment Holdings II, LLC, 2,216,217 shares owned by Venrock Healthcare Capital Partners III, L.P. and 221,427 shares owned by VHCP Co-Investment Holdings III, LLC.

 

(3)              This percentage is calculated based upon (i) 28,321,999 shares of the Issuers common stock outstanding as of May 8, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020, plus (ii) 1,900,000 shares of the Issuers common stock sold through an at-the-market sales facility, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2020.

 

9

 

CUSIP No. 86877M209

 

Introductory Note: This Schedule 13G is filed on behalf of Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (VHCP II LP), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (VHCP Co-Investment II), Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (VHCP III LP), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (VHCP Co-Investment III), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (VHCP Management II), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (VHCP Management III and collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III and VHCP Management II, the Venrock Entities), Nimish Shah (Shah) and Bong Koh (Koh) in respect of Common Stock of Surface Oncology, Inc.

 

Item 1.
	(a)	Name of Issuer Surface Oncology, Inc.
	(b)	Address of Issuers Principal Executive Offices 50 Hampshire Street, 8th Floor Cambridge, MA 02139
Item 2.
	(a)	Name of Person Filing Venrock Healthcare Capital Partners II, L.P. VHCP Co-Investment Holdings II, LLC Venrock Healthcare Capital Partners III, L.P. VHCP Co-Investment Holdings III, LLC VHCP Management II, LLC VHCP Management III, LLC Nimish Shah Bong Koh
	(b)	Address of Principal Business Office or, if none, Residence
		New York Office:	Palo Alto Office:
		7 Bryant Park	3340 Hillview Avenue
		23rd Floor	Palo Alto, CA 94304
		New York, NY 10018
	(c)	Citizenship All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 86877M209

 

10

 

CUSIP No. 86877M209
Item 3.	If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable
Item 4.	Ownership
	(a)	Amount beneficially owned as of May 29, 2020:
				Venrock Healthcare Capital Partners II, L.P.		3,877,895	(1)
				VHCP Co-Investment Holdings II, LLC		3,877,895	(1)
				Venrock Healthcare Capital Partners III, L.P.		3,877,895	(1)
				VHCP Co-Investment Holdings III, LLC		3,877,895	(1)
				VHCP Management II, LLC		3,877,895	(1)
				VHCP Management III, LLC		3,877,895	(1)
				Nimish Shah		3,877,895	(1)
				Bong Koh		3,877,895	(1)
	(b)	Percent of class as of May 29, 2020:
				Venrock Healthcare Capital Partners II, L.P.		9.9		%
				VHCP Co-Investment Holdings II, LLC		9.9		%
				Venrock Healthcare Capital Partners III, L.P.		9.9		%
				VHCP Co-Investment Holdings III, LLC		9.9		%
				VHCP Management II, LLC		9.9		%
				VHCP Management III, LLC		9.9		%
				Nimish Shah		9.9		%
				Bong Koh		9.9		%
	(c)	Number of shares as to which the person has, as of May 29, 2020:
		(i)	Sole power to vote or to direct the vote
				Venrock Healthcare Capital Partners II, L.P.		0
				VHCP Co-Investment Holdings II, LLC		0
				Venrock Healthcare Capital Partners III, L.P.		0
				VHCP Co-Investment Holdings III, LLC		0
				VHCP Management II, LLC		0
				VHCP Management III, LLC		0
				Nimish Shah		0
				Bong Koh		0

 

11

 

CUSIP No. 86877M209
		(ii)	Shared power to vote or to direct the vote
				Venrock Healthcare Capital Partners II, L.P.		3,877,895	(1)
				VHCP Co-Investment Holdings II, LLC		3,877,895	(1)
				Venrock Healthcare Capital Partners III, L.P.		3,877,895	(1)
				VHCP Co-Investment Holdings III, LLC		3,877,895	(1)
				VHCP Management II, LLC		3,877,895	(1)
				VHCP Management III, LLC		3,877,895	(1)
				Nimish Shah		3,877,895	(1)
				Bong Koh		3,877,895	(1)
		(iii)	Sole power to dispose or to direct the disposition of
				Venrock Healthcare Capital Partners II, L.P.		0
				VHCP Co-Investment Holdings II, LLC		0
				Venrock Healthcare Capital Partners III, L.P.		0
				VHCP Co-Investment Holdings III, LLC		0
				VHCP Management II, LLC		0
				VHCP Management III, LLC		0
				Nimish Shah		0
				Bong Koh		0
		(iv)	Shared power to dispose or to direct the disposition of
				Venrock Healthcare Capital Partners II, L.P.		3,877,895	(1)
				VHCP Co-Investment Holdings II, LLC		3,877,895	(1)
				Venrock Healthcare Capital Partners III, L.P.		3,877,895	(1)
				VHCP Co-Investment Holdings III, LLC		3,877,895	(1)
				VHCP Management II, LLC		3,877,895	(1)
				VHCP Management III, LLC		3,877,895	(1)
				Nimish Shah		3,877,895	(1)
				Bong Koh		3,877,895	(1)

 

(1)         These shares are owned directly as follows: 1,024,928 shares are owned by Venrock Healthcare Capital Partners II, L.P., 415,323 shares are owned by VHCP Co-Investment Holdings II, LLC, 2,216,217 shares are owned by Venrock Healthcare Capital Partners III, L.P. and 221,427 shares are owned by VHCP Co-Investment Holdings III, LLC. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. Messrs. Shah and Koh are the voting members of VHCP Management II, LLC and VHCP Management III, LLC.

 

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable

 

12

 

CUSIP No. 86877M209
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not Applicable
Item 8.	Identification and Classification of Members of the Group
Not Applicable
Item 9.	Notice of Dissolution of a Group
Not Applicable
Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

13

 

CUSIP No. 86877M209

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 29, 2020

 

Venrock Healthcare Capital Partners II, L.P.				Venrock Healthcare Capital Partners III, L.P.
By:	VHCP Management II, LLC			By:	VHCP Management III, LLC
Its:	General Partner			Its:	General Partner
By:	/s/ David L. Stepp			By:	/s/ David L. Stepp
	Name:	David L. Stepp			Name:	David L. Stepp
	Its:	Authorized Signatory			Its:	Authorized Signatory
VHCP Co-Investment Holdings II, LLC				VHCP Co-Investment Holdings III, LLC
By:	VHCP Management II, LLC			By:	VHCP Management III, LLC
Its:	Manager			Its:	Manager
By:	/s/ David L. Stepp			By:	/s/ David L. Stepp
	Name:	David L. Stepp			Name:	David L. Stepp
	Its:	Authorized Signatory			Its:	Authorized Signatory
VHCP Management II, LLC				VHCP Management III, LLC
By:	/s/ David L. Stepp			By:	/s/ David L. Stepp
	Name:	David L. Stepp			Name:	David L. Stepp
	Its:	Authorized Signatory			Its:	Authorized Signatory
Nimish Shah				Bong Koh
By:	/s/ David L. Stepp			By:	/s/ David L. Stepp
	David L. Stepp, as attorney-in-fact				David L. Stepp, as attorney-in-fact

 

14

 

CUSIP No. 86877M209

 

EXHIBITS

 

A: Joint Filing Agreement

B: Power of Attorney for Bong Koh

C: Power of Attorney for Nimish Shah

 

15

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Surface Oncology, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

 

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 29th day of May, 2020.

 

Venrock Healthcare Capital Partners II, L.P.				Venrock Healthcare Capital Partners III, L.P.
VHCP Management II, LLC				By:	VHCP Management III, LLC
General Partner				Its:	General Partner
/s/ David L. Stepp				By:	/s/ David L. Stepp
Name:		David L. Stepp			Name:	David L. Stepp
Its:		Authorized Signatory			Its:	Authorized Signatory
VHCP Co-Investment Holdings II, LLC				VHCP Co-Investment Holdings III, LLC
VHCP Management II, LLC				By:	VHCP Management III, LLC
Manager				Its:	Manager
/s/ David L. Stepp				By:	/s/ David L. Stepp
Name:		David L. Stepp			Name:	David L. Stepp
Its:		Authorized Signatory			Its:	Authorized Signatory
VHCP Management II, LLC				VHCP Management III, LLC
/s/ David L. Stepp				By:	/s/ David L. Stepp
Name:		David L. Stepp			Name:	David L. Stepp
Its:		Authorized Signatory			Its:	Authorized Signatory
Nimish Shah				Bong Koh
/s/ David L. Stepp				By:	/s/ David L. Stepp
David L. Stepp, as attorney-in-fact				David L. Stepp, as attorney-in-fact

 

 

EXHIBIT B

 

POWER OF ATTORNEY FOR BONG KOH

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigneds true and lawful attorney-in fact and agent to:

 

	(i)	prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and
	(ii)	take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, 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-facts discretion.

 

The undersigned hereby grants to 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-facts 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 attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigneds responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

 

This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigneds holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).

 

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 29th day of May, 2020.

 

/s/ Bong Koh

 

 

EXHIBIT C

 

POWER OF ATTORNEY FOR NIMISH SHAH

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigneds true and lawful attorney-in fact and agent to:

 

(i)

prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and

 

(ii)

take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, 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-facts discretion.

 

The undersigned hereby grants to 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-facts 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 attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigneds responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

 

This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigneds holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).

 

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 29th day of May, 2020.

 

/s/ Nimish Shah