SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

Shtylla Brunilda

(Last)

(First)

(Middle)

C/O SUTRO BIOPHARMA, INC.

111 OYSTER POINT BLVD.

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2023

3. Issuer Name and Ticker or Trading Symbol
SUTRO BIOPHARMA, INC. [ STRO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Business Officer

5. If Amendment, Date of 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

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	17,952	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	09/25/2028	Common Stock	281	15	D
Stock Option (right to buy)	⁽¹⁾	12/31/2028	Common Stock	4,219	15	D
Stock Option (right to buy)	⁽¹⁾	01/14/2030	Common Stock	175,000	11.8	D
Stock Option (right to buy)	⁽²⁾	03/04/2031	Common Stock	30,000	21.11	D
Stock Option (right to buy)	⁽³⁾	03/03/2032	Common Stock	28,000	8.17	D
Restricted Stock Unit (RSU)	⁽⁴⁾	03/05/2025	Common Stock	13,125	⁽⁵⁾	D
Restricted Stock Unit (RSU)	⁽⁶⁾	03/04/2026	Common Stock	27,000	⁽⁵⁾	D

Explanation of Responses:

1. The option is fully vested and exercisable.

2. 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.

3. The option vests as to 2.0833% of the total shares monthly, beginning on April 4, 2022, with 100% of the total shares vested and exercisable on March 4, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

4. 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.

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 March 4, 2023, subject to continued service through each vesting date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Edward C. Albini as attorney-in-fact for Brunilda Shtylla	03/07/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.