SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sutro Biopharma, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
869367 10 2
(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 No. 869367 10 2 | 13G | Page 2 of 10 Pages |
| 1 | NAMES OF REPORTING PERSON | |
| Alta Partners VIII, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 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- | |
| 7 | SOLE DISPOSITIVE POWER |
-0- | |
| 8 | SHARED DISPOSITIVE POWER |
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0% | ||
| 12 |
TYPE OF REPORTING PERSON PN |
|
| CUSIP No. 869367 10 2 | 13G | Page 3 of 10 Pages |
| 1 | NAMES OF REPORTING PERSON | |
| Alta Partners Management VIII, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 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- | |
| 7 | SOLE DISPOSITIVE POWER |
-0- | |
| 8 | SHARED DISPOSITIVE POWER |
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0% (b) | ||
| 12 |
TYPE OF REPORTING PERSON OO |
|
| CUSIP No. 869367 10 2 | 13G | Page 4 of 10 Pages |
| 1 | NAMES OF REPORTING PERSON | |
Daniel Janney |
||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER |
-0- |
| 6 | SHARED VOTING POWER |
-0- | |
| 7 | SOLE DISPOSITIVE POWER |
-0- | |
| 8 | SHARED DISPOSITIVE POWER |
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0% (b) | ||
| 12 |
TYPE OF REPORTING PERSON IN |
|
| CUSIP No. 869367 10 2 | 13G | Page 5 of 10 Pages |
| 1 | NAMES OF REPORTING PERSON | |
Guy Nohra |
||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER |
-0- |
| 6 | SHARED VOTING POWER |
-0- | |
| 7 | SOLE DISPOSITIVE POWER |
-0- | |
| 8 | SHARED DISPOSITIVE POWER |
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0% (b) | ||
| 12 |
TYPE OF REPORTING PERSON IN |
|
| CUSIP No. 869367 10 2 | 13G | Page 6 of 10 Pages |
| Item 1. | ||
| (a) | Name of Issuer: Sutro Biopharma, Inc. (“Issuer”) |
|
| (b) | Address of Issuer’s Principal Executive Offices: South San Francisco, CA 94080
|
|
| Item 2. | ||
| (a) | Name of Person Filing: | |
| Alta Partners VIII, L.P. (“APVIII”) | ||
| Alta Partners Management VIII, LLC (“APMVIII”) | ||
| Guy Nohra (“GN”) | ||
| Daniel Janney (“DJ”) | ||
| (b) | Address of Principal Business Office: | |
| Four Embarcadero Center, Suite 2100 | ||
| San Francisco, CA 94111 | ||
| (c) | Citizenship/Place of Organization: | |
| Entities: | ||
| APVIII - Delaware | ||
| APMVIII - Delaware | ||
| Individuals: | ||
| DJ - United States | ||
| GN - United States | ||
| (d) | Title of Class of Securities: | |
| Common Stock, $0.001 par value per share | ||
| (e) | CUSIP Number: | |
869367 10 2
|
||
| CUSIP No. 869367 10 2 | 13G | Page 7 of 10 Pages |
| Item 3. | Not applicable. |
| Item 4. | Ownership. |
The following beneficial ownership information is provided as of December 31, 2020.
| Fund Entities | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class | |||||||||||||||||||||
| APVIII | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | ||||||||||||||||||||
| APMVIII | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | ||||||||||||||||||||
| DJ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | ||||||||||||||||||||
| GN | 0 | 0 | 0 | 0 | 0 | 0 | 0 | % | ||||||||||||||||||||
|
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 5 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. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(J) of the Act. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. | |
| Item 10. | Certification |
| Not applicable. | |
| CUSIP No. 869367 10 2 | 13G | Page 8 of 10 Pages |
EXHIBITS
A: Joint Filing Statement
| CUSIP No. 869367 10 2 | 13G | Page 9 of 10 Pages |
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.
Date: February 16, 2021
| Alta Partners VIII, L.P. | ||
| By: Alta Partners Management VIII, LLC | ||
| By: | /s/ Daniel Janney | |
| Daniel Janney, Managing Director | ||
| Alta Partners Management VIII, LLC | ||
| By: | /s/ Daniel Janney | |
| Daniel Janney, Managing Director | ||
| /s/ Daniel Janney | ||
| Daniel Janney | ||
| /s/ Guy Nohra | ||
| Guy Nohra | ||
| CUSIP No. 869367 10 2 | 13G | Page 10 of 10 Pages |
EXHIBIT A
AGREEMENT OF JOINT FILING
We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of us.
Date: February 16, 2021
| Alta Partners VIII, L.P. | ||
| By: Alta Partners Management VIII, LLC | ||
| By: | /s/ Daniel Janney | |
| Daniel Janney, Managing Director | ||
| Alta Partners Management VIII, LLC | ||
| By: | /s/ Daniel Janney | |
| Daniel Janney, Managing Director | ||
| /s/ Daniel Janney | ||
| Daniel Janney | ||
| /s/ Guy Nohra | ||
| Guy Nohra | ||