Sec Form 13G Filing - Venrock Healthcare Capital Partners II L.P. @ Surface Oncology Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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)
x	Rule 13d-1(c)
¨	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 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)	¨
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 1,442,895(2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 1,442,895(2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 3.5%(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/A.

(2)

Consists of 381,358 shares owned by Venrock Healthcare Capital Partners II, L.P., 154,541 shares owned by VHCP Co-Investment Holdings II, LLC, 824,607 shares owned by Venrock Healthcare Capital Partners III, L.P. and 82,389 shares owned by VHCP Co-Investment Holdings III, LLC.

(3)

This percentage is calculated based upon 40,676,849 shares of the Issuer’s common stock outstanding as of November 5, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2020.

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)	¨
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 1,442,895(2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 1,442,895(2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 3.5%(3)
	12.	Type of Reporting Person (See Instructions) OO

(2)

(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)	¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each R eporting Person With:	5.	Sole Voting Power 0

	6.	Shared Voting Power 1,442,895(2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 1,442,895(2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 3.5%(3)
	12.	Type of Reporting Person (See Instructions) PN

(2)

(3)

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)	¨
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 1,442,895(2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 1,442,895(2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 3.5%(3)
	12.	Type of Reporting Person (See Instructions) OO

(2)

(3)

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)	¨
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 1,442,895(2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 1,442,895(2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 3.5%(3)
	12.	Type of Reporting Person (See Instructions) OO

(2)

(3)

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)	¨
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 1,442,895(2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 1,442,895(2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 3.5%(3)
	12.	Type of Reporting Person (See Instructions) OO

(2)

(3)

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)	¨
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 1,442,895(2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 1,442,895(2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 3.5%(3)
	12.	Type of Reporting Person (See Instructions) IN

(2)

(3)

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)	¨
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 1,442,895(2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 1,442,895(2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,442,895(2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9) 3.5%(3)
	12.	Type of Reporting Person (See Instructions) IN

(2)

(3)

CUSIP No. 86877M209

Introductory Note: This Schedule 13G/A 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 Issuer’s 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

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 December 31, 2020:
				Venrock Healthcare Capital Partners II, L.P.	1,442,895	(1)
				VHCP Co-Investment Holdings II, LLC	1,442,895	(1)
				Venrock Healthcare Capital Partners III, L.P.	1,442,895	(1)
				VHCP Co-Investment Holdings III, LLC	1,442,895	(1)
				VHCP Management II, LLC	1,442,895	(1)
				VHCP Management III, LLC	1,442,895	(1)
				Nimish Shah	1,442,895	(1)
				Bong Koh	1,442,895	(1)
	(b)	Percent of class as of December 31, 2020:
				Venrock Healthcare Capital Partners II, L.P.	3.5		%
				VHCP Co-Investment Holdings II, LLC	3.5		%
				Venrock Healthcare Capital Partners III, L.P.	3.5		%
				VHCP Co-Investment Holdings III, LLC	3.5		%
				VHCP Management II, LLC	3.5		%
				VHCP Management III, LLC	3.5		%
				Nimish Shah	3.5		%
				Bong Koh	3.5		%
	(c)	Number of shares as to which the person has, as of December 31, 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

CUSIP No. 86877M209
	(ii)	Shared power to vote or to direct the vote
			Venrock Healthcare Capital Partners II, L.P.	1,442,895	(1)
			VHCP Co-Investment Holdings II, LLC	1,442,895	(1)
			Venrock Healthcare Capital Partners III, L.P.	1,442,895	(1)
			VHCP Co-Investment Holdings III, LLC	1,442,895	(1)
			VHCP Management II, LLC	1,442,895	(1)
			VHCP Management III, LLC	1,442,895	(1)
			Nimish Shah	1,442,895	(1)
			Bong Koh	1,442,895	(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.	1,442,895	(1)
			VHCP Co-Investment Holdings II, LLC	1,442,895	(1)
			Venrock Healthcare Capital Partners III, L.P.	1,442,895	(1)
			VHCP Co-Investment Holdings III, LLC	1,442,895	(1)
			VHCP Management II, LLC	1,442,895	(1)
			VHCP Management III, LLC	1,442,895	(1)
			Nimish Shah	1,442,895	(1)
			Bong Koh	1,442,895	(1)

(1) These shares are owned directly as follows: 381,358 shares are owned by Venrock Healthcare Capital Partners II, L.P., 154,541 shares are owned by VHCP Co-Investment Holdings II, LLC, 824,607 shares are owned by Venrock Healthcare Capital Partners III, L.P. and 82,389 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 x.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable

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 o r 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.

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: February 16, 2021

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

CUSIP No. 86877M209

EXHIBITS

A: Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on May 29, 2020)

B: Power of Attorney for Bong Koh (incorporated by reference to Exhibit B to Schedule 13G filed on May 29, 2020)

C: Power of Attorney for Nimish Shah (incorporated by reference to Exhibit C to Schedule 13G filed on May 29, 2020)

Sec Form 13G Filing - Venrock Healthcare Capital Partners II L.P. filing for Surface Oncology Inc. (SURF) - 2021-02-16