SEC Form 4 · accession 0001209191-18-052851
SUTRO BIOPHARMA, INC. · STRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SV LIFE SCIENCES FUND V LP
10% Owner
ILSF III, LLC
10% Owner
SV Life Sciences Fund V (GP), LP
10% Owner
SVLSF V, LLC
10% Owner
Period of report
Sep 27, 2018
Accepted (ET)
Oct 1, 2018 · 5:28 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 StockF1,F2 | Oct 1, 2018 | C | 943 | — | A | 943 | I | By International Life Sciences Fund III Co-Investment, L.P. |
| Common StockF3,F2 | Oct 1, 2018 | C | 7,610 | — | A | 8,553 | I | By International Life Sciences Fund III Co-Investment, L.P. |
| Common StockF4,F2 | Oct 1, 2018 | C | 2,399 | — | A | 10,952 | I | By International Life Sciences Fund III Co-Investment, L.P. |
| Common StockF1,F2 | Oct 1, 2018 | C | 79,467 | — | A | 79,467 | I | By International Life Sciences Fund III (LP1), L.P. |
| Common StockF3,F2 | Oct 1, 2018 | C | 641,440 | — | A | 720,907 | I | By International Life Sciences Fund III (LP1), L.P. |
| Common StockF4,F2 | Oct 1, 2018 | C | 202,115 | — | A | 923,022 | I | By International Life Sciences Fund III (LP1), L.P. |
| Common StockF1,F2 | Oct 1, 2018 | C | 758 | — | A | 758 | I | By International Life Sciences Fund III Strategic Partners, L.P. |
| Common StockF3,F2 | Oct 1, 2018 | C | 6,128 | — | A | 6,886 | I | By International Life Sciences Fund III Strategic Partners, L.P. |
| Common StockF4,F2 | Oct 1, 2018 | C | 1,931 | — | A | 8,817 | I | By International Life Sciences Fund III Strategic Partners, L.P. |
| Common StockF4,F5 | Oct 1, 2018 | C | 341,030 | — | A | 341,030 | I | By SV Life Sciences Fund V, L.P. |
| Common StockF6,F5 | Oct 1, 2018 | C | 270,690 | — | A | 611,720 | I | By SV Life Sciences Fund V, L.P. |
| Common StockF7,F5 | Oct 1, 2018 | C | 251,783 | — | A | 863,503 | I | By SV Life Sciences Fund V, L.P. |
| Common StockF4,F8 | Oct 1, 2018 | C | 7,207 | — | A | 7,207 | I | By SV Life Sciences Fund V Strategic Partners, L.P. |
| Common StockF6,F8 | Oct 1, 2018 | C | 5,721 | — | A | 12,928 | I | By SV Life Sciences Fund V Strategic Partners, L.P. |
| Common StockF7,F8 | 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,F9 | $0.4797 | Sep 27, 2018 | M | 6,183 | D | — | — | Series C Preferred Stock | 6,183 | 5,361 | I |
| Series C Preferred StockF2,F10 | — | Sep 27, 2018 | M | 6,183 | A | — | — | Common Stock | 228 | 64,815 | I |
| Series C Preferred Stock Warrant (right to buy)F2,F9 | $0.4797 | Sep 27, 2018 | M | 521,159 | D | — | — | Series C Preferred Stock | 521,159 | 451,869 | I |
| Series C Preferred StockF2,F10 | — | Sep 27, 2018 | M | 521,159 | A | — | — | Common Stock | 19,282 | 5,462,550 | I |
| Series C Preferred Stock Warrant (right to buy)F2,F9 | $0.4797 | Sep 27, 2018 | M | 4,978 | D | — | — | Series C Preferred Stock | 4,978 | 4,315 | I |
| Series C Preferred StockF2,F10 | — | Sep 27, 2018 | M | 4,978 | A | — | — | Common Stock | 184 | 52,183 | I |
| Series A Preferred StockF2,F1 | — | Oct 1, 2018 | C | 21,776 | D | — | — | Common Stock | 943 | 0 | I |
| Series B Preferred StockF2,F3 | — | Oct 1, 2018 | C | 131,683 | D | — | — | Common Stock | 7,610 | 0 | I |
| Series C Preferred StockF2,F4 | — | Oct 1, 2018 | C | 64,815 | D | — | — | Common Stock | 2,399 | 0 | I |
| Series A Preferred StockF2,F1 | — | Oct 1, 2018 | C | 1,835,270 | D | — | — | Common Stock | 79,467 | 0 | I |
| Series B Preferred StockF2,F3 | — | Oct 1, 2018 | C | 11,097,596 | D | — | — | Common Stock | 641,440 | 0 | I |
| Series C Preferred StockF2,F4 | — | Oct 1, 2018 | C | 5,462,550 | D | — | — | Common Stock | 202,115 | 0 | I |
| Series A Preferred StockF2,F1 | — | Oct 1, 2018 | C | 17,533 | D | — | — | Common Stock | 758 | 0 | I |
| Series B Preferred StockF2,F3 | — | Oct 1, 2018 | C | 106,019 | D | — | — | Common Stock | 6,128 | 0 | I |
| Series C Preferred StockF2,F4 | — | Oct 1, 2018 | C | 52,183 | D | — | — | Common Stock | 1,931 | 0 | I |
| Series C Preferred StockF5,F4 | — | Oct 1, 2018 | C | 9,217,015 | D | — | — | Common Stock | 341,030 | 0 | I |
| Series D Preferred StockF5,F6 | — | Oct 1, 2018 | C | 6,683,697 | D | — | — | Common Stock | 270,690 | 0 | I |
| Series E Preferred StockF5,F7 | — | Oct 1, 2018 | C | 9,155,794 | D | — | — | Common Stock | 251,783 | 0 | I |
| Series C Preferred StockF8,F4 | — | Oct 1, 2018 | C | 194,786 | D | — | — | Common Stock | 7,207 | 0 | I |
| Series D Preferred StockF8,F6 | — | Oct 1, 2018 | C | 141,249 | D | — | — | Common Stock | 5,721 | 0 | I |
| Series E Preferred StockF8,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 firm commitment initial public offering (the "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.
- F10Each 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.
- F2International Life Sciences Fund III (GP), LP. ("Fund III GP") is the general partner of each of: (i) International Life Sciences Fund III (LP1), L.P. ("ILSF LP1"), (ii) International Life Sciences Fund III Co-Investment, L.P. ("ILSF Co-Invest") and (iii) International Life Sciences Fund III Strategic Partners, L.P. ("ILSF Strategic" and collectively, the "Fund III Entities"). ILSF III, LLC (the "ILSF General Partner") is the general partner of Fund III GP and, through an investment committee comprised of James Garvey, Kate Bingham, Eugene D. Hill, III and Michael J. Ross controls voting and investment decisions over the Issuer's shares held by the Fund III Entities by majority vote. Each of Fund III GP, ILSF General Partner, and each member of the investment committee of ILSF General Partner disclaims beneficial ownership over the Shares held by the Fund III Entities except to the extent of any pecuniary interest therein.
- 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 shares are owned directly by SV Life Sciences Fund V, L.P. ("SVLS V LP"). SV Life Sciences Fund V (GP), LP ("SVLS V GP") is the general partner of SVLS V LP. The general partner of SVLS V GP is SVLSF V, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III and Michael J. Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.
- 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.
- F8These shares are owned directly by SV Life Sciences Fund V Strategic Partners, L.P. ("SVLS V SPP"). SVLS V GP is the general partner of SVLS V SPP. The general partner of SVLS V GP is SVLSF V, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III and Michael J. Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V SPP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.
- F9The 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.