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* Srinivasan Venkatesh (Last) (First) (Middle) C/O SUTRO BIOPHARMA, INC. 111 OYSTER POINT BLVD. (Street) SOUTH SAN FRANCISCO CA 94080 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2023	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 Tech Op 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	13,503	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	04/26/2032	Common Stock	150,000	6.77	D
Stock Option (right to buy)	(2)	03/03/2033	Common Stock	35,000	5.79	D
Restricted Stock Unit (RSU)	(3)	04/11/2026	Common Stock	63,750	(4)	D
Restricted Stock Unit (RSU)	(5)	03/01/2027	Common Stock	20,000	(4)	D

Explanation of Responses:

1. The option vests as to 1/4th of the total shares on April 11, 2023 and then 1/48th of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on April 11, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

2. The option vests as to 2.0833% of the total shares monthly, beginning on April 1, 2023, with 100% of the total shares vested and exercisable on March 1, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

3. The RSUs vest as to 1/4th of the total shares annually beginning on April 11, 2023, subject to continued service through each vesting date.

4. Each RSU represents a contingent right to receive one (1) share of the issuer's Common Stock upon settlement.

5. The RSUs vest as to 1/4th of the total shares annually beginning on March 1, 2024, subject to continued service through each vesting date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Edward C. Albini as attorney-in-fact for Venkatesh Srinivasan	05/02/2023
	** 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).
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