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 *
  JANNEY DANIEL
 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)
ONE EMBARCADERO CENTER, SUITE 3700		 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)

SAN FRANCISCO, CA 94111		 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 B Preferred Stock   (1)   (1) Common Stock 10,201,769 $ (1) I By Alta Partners VIII, L.P. (2)
Series C Preferred Stock   (3)   (3) Common Stock 12,387,324 $ (3) I By Alta Partners VIII, L.P. (2)
Series D Preferred Stock   (4)   (4) Common Stock 9,449,318 $ (4) I By Alta Partners VIII, L.P. (2)
Series E Preferred Stock   (5)   (5) Common Stock 18,698,578 $ (5) I By Alta Partners VIII, L.P. (2)
Series C Preferred Stock Warrant (right to buy)   (6)   (6) Series C Preferred Stock 671,997 $ 0.4797 (7) I By Alta Partners VIII, L.P. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JANNEY DANIEL
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111		   X   X    

Signatures

/s/ Edward C. Albini as attorney-in-fact for Daniel Janney 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 B Preferred Stock will automatically convert into 0.0578 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 Alta Partners VIII, L.P. ("Alta Partners). Alta Partners Management VIII, LLC ("Alta Management") is the general partner of Alta Partners. The reporting person, a member of the issuer's board of directors, is a managing director of Alta Management, and may be deemed to share voting and investment power over the securities held by Alta Partners. 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 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.
(4) 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.
(5) 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.
(6) The 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.
(7) The warrant has a net exercise provision under which the holder, in lieu of paying the exercise price in cash, can surrender the warrant and receive a net number of shares of preferred stock based on the fair market value of such stock at the time of exercise, after deducting the aggregate exercise price.

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