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 *
  Vasquez Nicki
2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2021
3. Issuer Name and Ticker or Trading Symbol
SUTRO BIOPHARMA, INC. [STRO]
(Last)
(First)
(Middle)
C/O SUTRO BIOPHARMA, INC., 310 UTAH AVENUE, SUITE 150
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Port. Strat & Alnce Ofcr
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SOUTH SAN FRANCISCO, CA 94080
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)
Common Stock 7,270
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
Stock Option (right to buy)   (1) 05/20/2025 Common Stock 27,834 $ 11.98 D  
Stock Option (right to buy)   (1) 09/27/2025 Common Stock 4,854 $ 11.98 D  
Stock Option (right to buy)   (2) 09/25/2028 Common Stock 107,438 $ 15 D  
Stock Option (right to buy)   (3) 01/28/2029 Common Stock 15,625 $ 10.45 D  
Stock Option (right to buy)   (4) 01/28/2030 Common Stock 30,000 $ 10.09 D  
Stock Option (right to buy)   (5) 03/04/2031 Common Stock 45,000 $ 21.11 D  
Stock Option (right to buy)   (6) 07/11/2031 Common Stock 12,500 $ 18.12 D  
Restricted Stock Unit (RSU)   (7) 09/26/2022 Common Stock 5,969 $ (8) D  
Restricted Stock Unit (RSU)   (9) 01/29/2024 Common Stock 7,500 $ (8) D  
Restricted Stock Unit (RSU)   (10) 03/05/2025 Common Stock 22,000 $ (8) D  
Restricted Stock Unit (RSU)   (11) 07/12/2025 Common Stock 13,000 $ (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vasquez Nicki
C/O SUTRO BIOPHARMA, INC.
310 UTAH AVENUE, SUITE 150
SOUTH SAN FRANCISCO, CA 94080
      Chief Port. Strat & Alnce Ofcr  

Signatures

/s/ Edward C. Albini as attorney-in-fact 08/11/2021
**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) The option is fully vested and exercisable.
(2) The option vests as to 2.0833% of the total shares monthly, beginning on October 26, 2018, with 100% of the total shares vested and exercisable on September 26, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.
(3) The option vests as to 2.0833% of the total shares monthly, beginning on February 28, 2019, with 100% of the total shares vested and exercisable on January 29, 2023, subject to the reporting person's provision of service to the issuer on each vesting date.
(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) The option vests as to 2.0833% of the total shares monthly, beginning on April 5, 2021, with 100% of the total shares vested and exercisable on March 5, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.
(6) The option vests as to 2.0833% of the total shares monthly, beginning on August 12, 2021, with 100% of the total shares vested and exercisable on July 12, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.
(7) The RSUs vest as to 1/3rd of the total shares annually beginning on September 26, 2019, subject to the reporting person's provision of service to the issuer on each vesting date.
(8) Each RSU represents a contingent right to receive one (1) share of the issuer's Common Stock upon settlement.
(9) The RSUs vest as to 1/4th of the total shares annually beginning on January 29, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.
(10) The RSUs vest as to 1/4th of the total shares annually beginning on March 5, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.
(11) The RSUs vest as to 1/4th of the total shares annually beginning on July 12, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.
 
Remarks:
Exhibit 24.1 - Power of Attorney

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