Fitzpatrick Linda A Form 4 SUTRO BIOPHARMA / LINDA A FITZPATRICK ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FITZPATRICK LINDA A

(Last) (First) (Middle)

C/O SUTRO BIOPHARMA, INC.

111 OYSTER POINT BLVD.

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF PEOPLE & COMM. OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2024

4. 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 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	03/05/2024		M		8,750	A	$0	76,060	D
Common Stock	03/05/2024		F		3,108(1)	D	$4.54	72,952	D
Common Stock								10,383	I	Michael A. & Linda A. Fitzpatrick Family Trust dated 10/13/1997(2)

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 Securities Underlying Derivative Security (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: 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)	$4.54	03/05/2024		A		38,000		(3)	03/05/2034	Common Stock	38,000	$0	38,000	D
Restricted Stock Units (RSUs)	(4)	03/05/2024		A		28,500		(5)	03/01/2028	Common Stock	28,500	$0	28,500	D
Restricted Stock Unit (RSU)	(4)	03/05/2024		M			8,750	(6)	03/05/2025	Common Stock	8,750	$0	8,750	D
Stock Option (Right to Buy Common Stock)	$4.8	03/07/2024		A		22,000		(3)	03/07/2034	Common Stock	22,000	$0	22,000	D
Restricted Stock Units (RSUs)	(4)	03/07/2024		A		16,500		(7)	03/01/2028	Common Stock	16,500	$0	16,500	D

Explanation of Responses:

1. Represents the number of shares of Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of restricted stock units; does not represent a sale by the reporting person.

2. These securities are held of record by Michael A. Fitzpatrick and Linda A. Fitzpatrick, Trustees of the Michael A. & Linda A. Fitzpatrick Family Trust dated 10/13/1997.

3. The option vests as to 2.0833% of the total award monthly, beginning on April 1, 2024, with 100% of the award being vested and exercisable on March 1, 2028, subject to the reporting person's continued service to the Issuer on 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 award annually beginning on March 1, 2025, subject to continued service through each vesting date.

6. The RSUs vest as to 1/4th of the total award annually beginning on March 5, 2022, subject to continued service through each vesting date.

7. The RSUs vest as to 1/4th of the total award annually beginning on March 1, 2025, subject to continued service through each vesting date.

	/s/ Edward C. Albini as attorney-in-fact for Linda A. Fitzpatrick	03/07/2024
	** 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 4 (b)(v).
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