SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 14, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
|
Sutro Biopharma, Inc.
|
| (Name of Issuer) |
|
Common Stock
|
| (Title of Class of Securities) |
|
869367 10 2
|
| (CUSIP Number) |
|
December 31, 2018
|
| (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 869367 10 2 | Page 2 of 10 |
| 1. |
Names of Reporting Persons
Lilly Ventures Fund I, 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
1,540,813 (2)
|
|
| 7. |
Sole Dispositive Power
0
|
|
| 8. |
Shared Dispositive Power
1,540,813 (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,540,813
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
6.7% (3)
|
| 12. |
Type of Reporting Person (see instructions)
OO
|
| (1) | Lilly Ventures Fund I, LLC (“LV”), 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, LV owns 1,540,813 shares of the Issuer’s Common Stock. LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management’s voting and dispositive decisions with respect to the shares held by LV are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to the shares held by LV. |
| (3) | This percentage is calculated based upon 22,848,184 outstanding shares of Common Stock of the Issuer as of November 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 14, 2018. |
| CUSIP 869367 10 2 | Page 3 of 10 |
| 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
1,540,813 (2)
|
|
| 7. |
Sole Dispositive Power
0
|
|
| 8. |
Shared Dispositive Power
1,540,813 (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,540,813
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
6.7% (3)
|
| 12. |
Type of Reporting Person (see instructions)
OO
|
| (1) | Lilly Ventures Fund I, LLC (“LV”), 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, LV owns 1,540,813 shares of the Issuer’s Common Stock. LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management’s voting and dispositive decisions with respect to the shares held by LV are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to such shares. |
| (3) | This percentage is calculated based upon 22,848,184 outstanding shares of Common Stock of the Issuer as of November 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 14, 2018. |
| CUSIP 869367 10 2 | Page 4 of 10 |
| 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
1,540,813 (2)
|
|
| 7. |
Sole Dispositive Power
0
|
|
| 8. |
Shared Dispositive Power
1,540,813 (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,540,813
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
6.7% (3)
|
| 12. |
Type of Reporting Person (see instructions)
IN
|
| (1) | Lilly Ventures Fund I, LLC (“LV”), 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, LV owns 1,540,813 shares of the Issuer’s Common Stock. LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management’s voting and dispositive decisions with respect to the shares held by LV are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to such shares. |
| (3) | This percentage is calculated based upon 22,848,184 outstanding shares of Common Stock of the Issuer as of November 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 14, 2018. |
| CUSIP 869367 10 2 | Page 5 of 10 |
| 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) 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
1,540,813 (2)
|
|
| 7. |
Sole Dispositive Power
0
|
|
| 8. |
Shared Dispositive Power
1,540,813 (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,540,813
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
6.7% (3)
|
| 12. |
Type of Reporting Person (see instructions)
IN
|
| (1) | Lilly Ventures Fund I, LLC (“LV”), 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, LV owns 1,540,813 shares of the Issuer’s Common Stock. LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management’s voting and dispositive decisions with respect to the shares held by LV are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to such shares. |
| (3) | This percentage is calculated based upon 22,848,184 outstanding shares of Common Stock of the Issuer as of November 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 14, 2018. |
| CUSIP 869367 10 2 | Page 6 of 10 |
| 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
0
|
| 6. |
Shared Voting Power
1,540,813 (2)
|
|
| 7. |
Sole Dispositive Power
0
|
|
| 8. |
Shared Dispositive Power
1,540,813 (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,540,813
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
6.7% (3)
|
| 12. |
Type of Reporting Person (see instructions)
IN
|
| (1) | Lilly Ventures Fund I, LLC (“LV”), 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, LV owns 1,540,813 shares of the Issuer’s Common Stock. LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management’s voting and dispositive decisions with respect to the shares held by LV are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to such shares. |
| (3) | This percentage is calculated based upon 22,848,184 outstanding shares of Common Stock of the Issuer as of November 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 14, 2018. |
| CUSIP 869367 10 2 | Page 7 of 10 |
| Item 1(a). | Name of Issuer: Sutro Biopharma, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 310 Utah Avenue, Suite 150 | |
| South San Francisco, California 94080 |
| Item 2(a). | Name of Person Filing: |
| (i) | Lilly Ventures Fund I, LLC | |
| (ii) | LV Management Group, LLC | |
| (iii) | S. Edward Torres | |
| (iv) | Steven E. Hall, Ph.D. | |
| (v) | 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 | |
| 115 West Washington Street, Suite 1680-South | |
| Indianapolis, Indiana 46204. |
| Item 2(c). | Citizenship: |
| (i) | Lilly Ventures Fund I, LLC | Delaware limited liability company | |
| (ii) | LV Management Group, LLC | Delaware limited liability company | |
| (iii) | S. Edward Torres | United States citizen | |
| (iv) | Steven E. Hall, Ph.D. | United States citizen | |
| (v) | Armen B. Shanafelt, Ph.D. | United States citizen |
| Item 2(d). | Title of Class of Securities: Common Stock |
| Item 2(e). | CUSIP Number: 869367 10 2 |
| 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, 2018:
| 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) | |||||||||||||||||||||
| Lilly Ventures Fund I, LLC | 1,540,813 | 0 | 1,540,813 | 0 | 1,540,813 | 1,540,813 | 6.7 | % | ||||||||||||||||||||
| LV Management Group, LLC | 0 | 0 | 1,540,813 | 0 | 1,540,813 | 1,540,813 | 6.7 | % | ||||||||||||||||||||
| S. Edward Torres | 0 | 0 | 1,540,813 | 0 | 1,540,813 | 1,540,813 | 6.7 | % | ||||||||||||||||||||
| Steven E. Hall, Ph.D. | 0 | 0 | 1,540,813 | 0 | 1,540,813 | 1,540,813 | 6.7 | % | ||||||||||||||||||||
| Armen B. Shanafelt, Ph.D. | 0 | 0 | 1,540,813 | 0 | 1,540,813 | 1,540,813 | 6.7 | % | ||||||||||||||||||||
| CUSIP 869367 10 2 | Page 8 of 10 |
| (1) | LV Management is the management company for LV and has voting and dispositive power over the shares held by LV. LV Management’s voting and dispositive decisions with respect to the shares held by LV are made by LV Management’s management committee, which consists of Mr. Torres and Drs. Hall and Shanafelt. As such, each of the Reporting Persons share voting and dispositive power with respect to such shares. |
| (2) | This percentage is calculated based upon 22,848,184 outstanding shares of Common Stock of the Issuer as of November 9, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on November 14, 2018. |
| 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 ¨.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Eli Lilly and Company, as the holder of an economic interest in LV, has the right to receive dividends from, or the proceeds from the sale of, a portion of the securities reported herein.
| 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 869367 10 2 | Page 9 of 10 |
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 14, 2019 | ||
| LILLY VENTURES FUND I, LLC | ||
| By: | LV Management Group, LLC | |
| By: | /s/ S. Edward Torres | |
| Name: | S. Edward Torres | |
| Title: | Managing Director | |
| 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 869367 10 2 | Page 10 of 10 |
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 14, 2019 | ||
| LILLY VENTURES FUND I, LLC | ||
| By: | LV Management Group, LLC | |
| By: | /s/ S. Edward Torres | |
| Name: | S. Edward Torres | |
| Title: | Managing Director | |
| 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 | ||