Filing Details
- Accession Number:
- 0001104659-21-016999
- Form Type:
- 13G Filing
- Publication Date:
- 2021-02-10 06:33:42
- Filed By:
- Lv Management Group, Llc
- Company:
- Surface Oncology Inc.
- Filing Date:
- 2021-02-10
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| LV Management Group | 0 | 0 | 0 | 0 | 0 | 0% |
| S. Edward Torres | 0 | 0 | 0 | 0 | 0 | 0% |
| Steven E. Hall, Ph.D | 0 | 0 | 0 | 0 | 0 | 0% |
| Armen B. Shanafelt, Ph.D | 56,173 | 0 | 56,173 | 0 | 56,173 | 0.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Surface Oncology, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
86877M209
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person's 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 86877M209 | Page 2 of 9 |
| 1. | Names of Reporting Persons
LV Management Group, LLC
| ||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
| ||
| (a) ¨ | |||
| (b) x (1) | |||
| 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
0 (2)
| ||
| 7. | Sole Dispositive Power
0
| ||
| 8. | Shared Dispositive Power
0 (2)
| ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0
| ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9
0% (3)
| ||
| 12. | Type of Reporting Person (see instructions)
OO
| ||
| (1) | LV Management Group, LLC (“LV Management”), S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be considered members of a group for purposes of this Schedule 13G. |
| (2) | As described in Item 4 below, during the year ended December 31, 2020, LV Management ceased serving as the management company for Lilly Ventures Fund I, LLC (“LV”) and, as a result, no longer is considered to beneficially own the shares held by LV. |
| (3) | This percentage is calculated based upon 40,676,849 outstanding shares of Common Stock of the Issuer as of November 5, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 as filed with the Securities and Exchange Commission on November 10, 2020. |
| CUSIP 86877M209 | Page 3 of 9 |
| 1. | Names of Reporting Persons
S. Edward Torres
| ||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
| ||
| (a) ¨ | |||
| (b) x (1) | |||
| 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
0 (2)
| ||
| 7. | Sole Dispositive Power
0
| ||
| 8. | Shared Dispositive Power
0 (2)
| ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0
| ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9 0% (3)
| ||
| 12. | Type of Reporting Person (see instructions)
IN
| ||
| (1) | LV Management Group, LLC (“LV Management”), S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be considered members of a group for purposes of this Schedule 13G. |
| (2) | As described in Item 4 below, during the year ended December 31, 2020, LV Management ceased serving as the management company for Lilly Ventures Fund I, LLC (“LV”) and, as a result, no longer is considered to beneficially own the shares held by LV. |
| (3) | This percentage is calculated based upon 40,676,849 outstanding shares of Common Stock of the Issuer as of November 5, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 as filed with the Securities and Exchange Commission on November 10, 2020. |
| CUSIP 86877M209 | Page 4 of 9 |
| 1. | Names of Reporting Persons
Steven E. Hall, Ph.D.
| ||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
| ||
| (a) ¨ | |||
| (b) ý (1) | |||
| 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
0 (2)
| ||
| 7. | Sole Dispositive Power
0
| ||
| 8. | Shared Dispositive Power
0 (2)
| ||
9.
| Aggregate Amount Beneficially Owned by Each Reporting Person
0
| ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9
0% (3)
| ||
| 12. | Type of Reporting Person (see instructions)
IN
| ||
| (1) | LV Management Group, LLC (“LV Management”), S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be considered members of a group for purposes of this Schedule 13G. |
| (2) | As described in Item 4 below, during the year ended December 31, 2020, LV Management ceased serving as the management company for Lilly Ventures Fund I, LLC (“LV”) and, as a result, no longer is considered to beneficially own the shares held by LV. |
| (3) | This percentage is calculated based upon 40,676,849 outstanding shares of Common Stock of the Issuer as of November 5, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 as filed with the Securities and Exchange Commission on November 10, 2020. |
| CUSIP 86877M209 | Page 5 of 9 |
| 1. | Names of Reporting Persons
Armen B. Shanafelt, Ph.D.
| ||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions)
| ||
| (a) ¨ | |||
| (b) x (1) | |||
| 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
56,173 (2)
| |
| 6. | Shared Voting Power
0 (2)
| ||
| 7. | Sole Dispositive Power
56,173 (2)
| ||
| 8. | Shared Dispositive Power
0 (2)
| ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
56,173
| ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9
0.1% (3)
| ||
| 12. | Type of Reporting Person (see instructions)
IN
| ||
| (1) | LV Management Group, LLC (“LV Management”), S. Edward Torres, Steven E. Hall, Ph.D. and Armen B. Shanafelt, Ph.D. (collectively, the “Reporting Persons”) may be considered members of a group for purposes of this Schedule 13G. |
| (2) | As described in Item 4 below, during the year ended December 31, 2020, LV Management ceased serving as the management company for Lilly Ventures Fund I, LLC (“LV”) and, as a result, no longer is considered to beneficially own the shares held by LV. Dr. Shanafelt has voting and dispositive authority over 56,173 shares issuable upon exercise of options held by Dr. Shanafelt that are exercisable within 60 days of December 31, 2020. |
| (3) | This percentage is calculated based upon 40,676,849 outstanding shares of Common Stock of the Issuer as of November 5, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 as filed with the Securities and Exchange Commission on November 10, 2020. |
| CUSIP 86877M209 | Page 6 of 9 |
| Item 1(a). | Name of Issuer: Surface Oncology, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 50 Hampshire Street, 8th Floor | ||
| Cambridge, MA 02139 |
| Item 2(a). | Name of Person Filing: |
| (i) | LV Management Group, LLC | |
| (ii) | S. Edward Torres | |
| (iii) | Steven E. Hall, Ph.D. | |
| (iv) | Armen B. Shanafelt, Ph.D. |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:
| |
| c/o LV Management Group, LLC | ||
| 333 N. Alabama Street, Suite 350 | ||
| Indianapolis, Indiana 46204 |
| Item 2(c). | Citizenship: |
| (i) | LV Management Group, LLC | Delaware limited liability company |
| (ii) | S. Edward Torres | United States citizen |
| (iii) | Steven E. Hall, Ph.D. | United States citizen |
| (iv) | Armen B. Shanafelt, Ph.D. | United States citizen |
| Item 2(d). | Title of Class of Securities:
Common Stock |
| Item 2(e). | CUSIP Number:
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 |
The following information with respect to the beneficial ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020:
| Number of Shares | ||||||||||||||||||||||||||||
| Held | Power
to Vote or Direct the Vote | Power
to Dispose or Direct the Disposition | Beneficially | Beneficial Ownership Percentage | ||||||||||||||||||||||||
| Reporting Person | Directly | Sole | Shared (1) | Sole | Shared (1) | Owned | (2) | |||||||||||||||||||||
| LV Management Group, LLC | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | ||||||||||||||||||||
| S. Edward Torres | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | ||||||||||||||||||||
| Steven E. Hall, Ph.D. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | ||||||||||||||||||||
| Armen B. Shanafelt, Ph.D. | 56,173 | 56,173 | 0 | 56,173 | 0 | 0 | 0.1 | % | ||||||||||||||||||||
| CUSIP 86877M209 | Page 7 of 9 |
| (1) | During the year ended December 31, 2020, LV Management ceased serving as the management company for Lilly Ventures Fund I, LLC (“LV”) and, as a result, no longer is considered to beneficially own the shares held by LV (as previously reported). Dr. Shanafelt has voting and dispositive authority over 56,173 shares issuable upon exercise of options held by Dr. Shanafelt that are exercisable within 60 days of December 31, 2020. |
| (2) | This percentage is calculated based upon 40,676,849 outstanding shares of Common Stock of the Issuer as of November 5, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 as filed with the Securities and Exchange Commission on November 10, 2020. |
| Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following x.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not applicable.
| 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 |
Not applicable.
| CUSIP 86877M209 | Page 8 of 9 |
SIGNATURES
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: February 10, 2021 | ||
| LV MANAGEMENT GROUP, LLC | ||
| By: | /s/ S. Edward Torres | |
| Name: | S. Edward Torres | |
| Title: | Managing Director | |
| /s/ S. Edward Torres | ||
| S. EDWARD TORRES | ||
| /s/ Steven E. Hall, Ph.D. | ||
| STEVEN E. HALL PH.D | ||
| /s/ Armen B. Shanafelt, Ph.D. | ||
| ARMEN B. SHANAFELT, PH.D | ||
| CUSIP 86877M209 | Page 9 of 9 |
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.
| Dated: February 10, 2021 | ||
| LV MANAGEMENT GROUP, LLC | ||
| By: | /s/ S. Edward Torres | |
| Name: | S. Edward Torres | |
| Title: | Managing Director | |
| /s/ S. Edward Torres | ||
| S. EDWARD TORRES | ||
| /s/ Steven E. Hall, Ph.D. | ||
| STEVEN E. HALL PH.D | ||
| /s/ Armen B. Shanafelt, Ph.D. | ||
| ARMEN B. SHANAFELT, PH.D | ||