September 26, 2018 - Celgene Corp /de/ - 3: Initial statement of beneficial ownership of securities

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CELGENE CORP /DE/

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)

86 MORRIS AVENUE

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SUMMIT, NJ 07901

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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)
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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C-2 Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	337,725	$ ⁽¹⁾	D
Series D Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	115,227	$ ⁽²⁾	D
Series D-2 Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	758,278	$ ⁽³⁾	D
Series E Redeemable Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	514,967	$ ⁽⁴⁾	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CELGENE CORP /DE/ 86 MORRIS AVENUE SUMMIT, NJ 07901		X

Signatures

/s/ David Elkins, EVP and Chief Financial Officer		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 Series C-2 redeemable convertible preferred stock is convertible into 0.0405 share of common stock without payment of further consideration and will automatically convert into 0.0405 share of common stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
(2)	Each share of Series D redeemable convertible preferred stock is convertible into 0.0405 share of common stock without payment of further consideration and will automatically convert into 0.0405 share of common stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
(3)	Each share of Series D-2 redeemable convertible preferred stock is convertible into 0.0419 share of common stock without payment of further consideration and will automatically convert into 0.0419 share of common stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
(4)	Each share of Series E redeemable convertible preferred stock is convertible into 0.0275 share of common stock without payment of further consideration and will automatically convert into 0.0275 share of common stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

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