Form: 4

Statement of changes in beneficial ownership of securities

January 31, 2020

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
NEWELL WILLIAM J
   2. Issuer Name and Ticker or Trading Symbol
SUTRO BIOPHARMA, INC. [STRO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
C/O SUTRO BIOPHARMA, INC., 310 UTAH AVENUE, SUITE 150		 3. Date of Earliest Transaction (Month/Day/Year)
01/29/2020
(Street)

SOUTH SAN FRANCISCO, CA 94080		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               102,111 (1) D  
Common Stock               10,577 I Newell Family Revocable Trust DTD 08/14/2998 (2)
Common Stock               26,091 I Taluswood Partners, L.P. (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy Common Stock) $ 10.09 01/29/2020   A   125,000     (4) 01/29/2030 Common Stock 125,000 $ 0 125,000 D  
Restricted Stock Unit (RSU) (5) 01/29/2020   A   55,000     (6) 01/29/2024 Common Stock 55,000 $ 0 55,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NEWELL WILLIAM J
C/O SUTRO BIOPHARMA, INC.
310 UTAH AVENUE, SUITE 150
SOUTH SAN FRANCISCO, CA 94080		   X     CEO  

Signatures

 /s/ Edward C. Albini as attorney-in-fact for William Newell   01/31/2020
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Since the date of the reporting person's last ownership report, he transferred 4,007 shares of the issuer's common stock in a transfer exempt from Section 16. Following this transfer, the reporting person does not have voting or investment power over, or a pecuniary interest in, the transferred shares.
(2) These securities are held of record by the reporting person as trustee of the Newell Family Revocable Trust DTD 08/14/2008.
(3) The reporting person is the general partner of Taluswood Partners, 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.
(4) The option vests as to 2.0833% of the total shares monthly, beginning on February 29, 2020, with 100% of the total shares vested and exercisable on January 29, 2024, subject to the reporting person's provision of service to the issuer on each vesting date.
(5) Each RSU represents a contingent right to receive one (1) share of the issuer's Common Stock upon settlement.
(6) The RSUs vest as to 1/4th of the total shares annually beginning on January 29, 2021, subject to continued service through each vesting date.

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