Form: 3

Initial statement of beneficial ownership of securities

September 26, 2018

Documents

FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Freund John Gordon
 2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2018		 3. Issuer Name and Ticker or Trading Symbol
SUTRO BIOPHARMA INC [STRO]
(Last)
(First)
(Middle)
SKYLINE VENTURES, 525 UNIVERSITY AVE., SUITE 1350		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94301		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
No securities beneficially held 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock   (1)   (1) Common Stock 25,015,635 $ (1) I By Skyline Venture Partners V, L.P. (2)
Series D Preferred Stock   (3)   (3) Common Stock 12,846,023 $ (3) I By Skyline Venture Partners V, L.P. (2)
Series E Preferred Stock   (4)   (4) Common Stock 18,698,578 $ (4) I By Skyline Venture Partners V, L.P. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Freund John Gordon
SKYLINE VENTURES
525 UNIVERSITY AVE., SUITE 1350
PALO ALTO, CA 94301		   X   X    

Signatures

/s/ Edward C. Albini as attorney-in-fact for John G. Freund 09/26/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each 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 initial public offering ("IPO") and has no expiration date.
(2) These securities are held of record by Skyline Venture Partners V, L.P. ("Skyline L.P."). Skyline Venture Management V, LLC ("Skyline Management") is the general partner of Skyline L.P. the reporting person, a member of the issuer's board of directors, together with Yasunori Kaneko, are the managing directors of Skyline Management, and each may be deemed to share voting and investment power over the securities held by Skyline L.P. 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.
(3) Each share of the issuer's Series D Preferred Stock will automatically convert into 0.0405 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
(4) Each share of the issuer's Series E Preferred Stock will automatically convert into 0.0275 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

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