SEC Form 4 · accession 0001209191-18-052848

SUTRO BIOPHARMA, INC. · STRO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael Jay Ross

Director · 10% Owner

Period of report

Sep 27, 2018

Accepted (ET)

Oct 1, 2018 · 5:26 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001382101

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Oct 1, 2018	C	943	—	A	943	I	By International Life Sciences Fund III Co-Investment, L.P.
Common Stock^F3,F2	Oct 1, 2018	C	7,610	—	A	8,553	I	By International Life Sciences Fund III Co-Investment, L.P.
Common Stock^F4,F2	Oct 1, 2018	C	2,399	—	A	10,952	I	By International Life Sciences Fund III Co-Investment, L.P.
Common Stock^F1,F2	Oct 1, 2018	C	79,467	—	A	79,467	I	By International Life Sciences Fund III (LP1), L.P.
Common Stock^F3,F2	Oct 1, 2018	C	641,440	—	A	720,907	I	By International Life Sciences Fund III (LP1), L.P.
Common Stock^F4,F2	Oct 1, 2018	C	202,115	—	A	923,022	I	By International Life Sciences Fund III (LP1), L.P.
Common Stock^F1,F2	Oct 1, 2018	C	758	—	A	758	I	By International Life Sciences Fund III Strategic Partners, L.P.
Common Stock^F3,F2	Oct 1, 2018	C	6,128	—	A	6,886	I	By International Life Sciences Fund III Strategic Partners, L.P.
Common Stock^F4,F2	Oct 1, 2018	C	1,931	—	A	8,817	I	By International Life Sciences Fund III Strategic Partners, L.P.
Common Stock^F4,F5	Oct 1, 2018	C	341,030	—	A	341,030	I	By SV Life Sciences Fund V, L.P.
Common Stock^F6,F5	Oct 1, 2018	C	270,690	—	A	611,720	I	By SV Life Sciences Fund V, L.P.
Common Stock^F7,F5	Oct 1, 2018	C	251,783	—	A	863,503	I	By SV Life Sciences Fund V, L.P.
Common Stock^F4,F5	Oct 1, 2018	C	7,207	—	A	7,207	I	By SV Life Sciences Fund V Strategic Partners, L.P.
Common Stock^F6,F5	Oct 1, 2018	C	5,721	—	A	12,928	I	By SV Life Sciences Fund V Strategic Partners, L.P.
Common Stock^F7,F5	Oct 1, 2018	C	5,320	—	A	18,248	I	By SV Life Sciences Fund V Strategic Partners, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series C Preferred Stock Warrant (right to buy)^F2,F8	$0.4797	Sep 27, 2018	M	6,183	D	—	—	Series C Preferred Stock	6,183	5,361	I
Series C Preferred Stock^F2,F9	—	Sep 27, 2018	M	6,183	A	—	—	Common Stock	228	64,815	I
Series C Preferred Stock Warrant (right to buy)^F2,F8	$0.4797	Sep 27, 2018	M	521,159	D	—	—	Series C Preferred Stock	521,159	451,869	I
Series C Preferred Stock^F2,F9	—	Sep 27, 2018	M	521,159	A	—	—	Common Stock	19,282	5,462,550	I
Series C Preferred Stock Warrant (right to buy)^F2,F8	$0.4797	Sep 27, 2018	M	4,978	D	—	—	Series C Preferred Stock	4,978	4,315	I
Series C Preferred Stock^F2,F9	—	Sep 27, 2018	M	4,978	A	—	—	Common Stock	184	52,183	I
Series A Preferred Stock^F2,F1	—	Oct 1, 2018	C	21,776	D	—	—	Common Stock	943	0	I
Series B Preferred Stock^F2,F3	—	Oct 1, 2018	C	131,683	D	—	—	Common Stock	7,610	0	I
Series C Preferred Stock^F2,F4	—	Oct 1, 2018	C	64,815	D	—	—	Common Stock	2,399	0	I
Series A Preferred Stock^F2,F1	—	Oct 1, 2018	C	1,835,270	D	—	—	Common Stock	79,467	0	I
Series B Preferred Stock^F2,F3	—	Oct 1, 2018	C	11,097,596	D	—	—	Common Stock	641,440	0	I
Series C Preferred Stock^F2,F4	—	Oct 1, 2018	C	5,462,550	D	—	—	Common Stock	202,115	0	I
Series A Preferred Stock^F2,F1	—	Oct 1, 2018	C	17,533	D	—	—	Common Stock	758	0	I
Series B Preferred Stock^F2,F3	—	Oct 1, 2018	C	106,019	D	—	—	Common Stock	6,128	0	I
Series C Preferred Stock^F2,F4	—	Oct 1, 2018	C	52,183	D	—	—	Common Stock	1,931	0	I
Series C Preferred Stock^F5,F4	—	Oct 1, 2018	C	9,217,015	D	—	—	Common Stock	341,030	0	I
Series D Preferred Stock^F5,F6	—	Oct 1, 2018	C	6,683,697	D	—	—	Common Stock	270,690	0	I
Series E Preferred Stock^F5,F7	—	Oct 1, 2018	C	9,155,794	D	—	—	Common Stock	251,783	0	I
Series C Preferred Stock^F5,F4	—	Oct 1, 2018	C	194,786	D	—	—	Common Stock	7,207	0	I
Series D Preferred Stock^F5,F6	—	Oct 1, 2018	C	141,249	D	—	—	Common Stock	5,721	0	I
Series E Preferred Stock^F5,F7	—	Oct 1, 2018	C	193,492	D	—	—	Common Stock	5,320	0	I

Explanation of responses

F1Each share of the issuer's Series A Preferred Stock automatically converted into 0.0433 share of the issuer's Common Stock on October 1, 2018 in connection with the closing of the issuer's sale of its Common Stock in its initial public offering ("IPO") pursuant to a registration statement on Form S-1 (File No. 333-227103) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.
F2These securities are held of record by each of International Life Sciences Fund III Co-Investment, L.P., International Life Sciences Fund III (LP1) L.P. and International Life Sciences Fund III Strategic Partners L.P., as applicable (together, the "ILSF Funds"). ILSF III, LLC ("ILSF LLC") is the general partner of International Life Sciences Fund III (GP), L.P., which is the general partner of each of the ILSF Funds. The reporting person, a member of the issuer's board of directors, is a member of ILSF LLC's investment committee, and may be deemed to share voting and investment power over the securities held by the ILSF Funds. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F3Each share of the issuer's Series B Preferred Stock automatically converted into 0.0578 share of the issuer's Common Stock on October 1, 2018 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
F4Each share of the issuer's Series C Preferred Stock automatically converted into 0.0370 share of the issuer's Common Stock on October 1, 2018 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
F5These securities are held of record by each of SV Life Sciences Fund V, L.P. and SV Life Sciences Fund V Strategic Partners, L.P., as applicable (together, the "SVLSF Funds"). SVLSF V, LLC ("SVLSF LLC") is the general partner of SV Life Sciences Fund V (GP), L.P., which is the general partner of each of the SVLSF Funds. The reporting person, a member of the issuer's board of directors, is a member of SVLSF LLC's investment committee, and may be deemed to share voting and investment power over the securities held by the SVLSF Funds. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F6Each share of the issuer's Series D Preferred Stock automatically converted into 0.0405 share of the issuer's Common Stock on October 1, 2018 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
F7Each share of the issuer's Series E Preferred Stock automatically converted into 0.0275 share of the issuer's Common Stock on October 1, 2018 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
F8The warrant is exercisable at any time at the holder's election on a one-for one basis and automatically terminates on the completion of the issuer's initial public offering if not earlier exercised.
F9Each share of the issuer's Series C Preferred Stock will automatically convert into 0.0370 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.