Skyline Venture Management V Form 3 SUTRO BIOPHARMA / YASUNORI KANEKO ownership change

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^*

Skyline Venture Partners V LP

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 1350

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2018

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

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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
Series C Preferred Stock	(1)	(1)	Common Stock	25,015,635	(1)	I	See Footnote(2)
Series D Preferred Stock	(3)	(3)	Common Stock	12,846,023	(3)	I	See Footnote(2)
Series E Preferred Stock	(4)	(4)	Common Stock	18,698,578	(4)	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Skyline Venture Partners V LP

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 1350

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Skyline Venture Management V, LLC

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 1350

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KANEKO YASUNORI

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 1350

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. Each share of the issuer's Series C Preferred Stock will automatically convert into 0.0370 share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.

2. These securities are held of record by Skyline Venture Partners V, L.P. ("Skyline L.P."). Skyline Venture Management V, LLC ("Skyline Management") is the general partner of Skyline L.P. John G. Freund and Yasunori Kaneko, are the managing directors of Skyline Management, and each may be deemed to share voting and investment power over the securities held by Skyline L.P. Each reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. John G. Freund is a director of the Issuer and, accordingly, files separate Section 16 reports.

3. Each share of the issuer's Series D Preferred Stock will automatically convert into 0.0405 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

4. Each share of the issuer's Series E Preferred Stock will automatically convert into 0.0275 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

	Skyline Venture Partners V, L.P. By: Skyline Venture Management V, LLC Its: General Partner /s/ Kerensa Kenny, Attorney-in-Fact Kerensa Kenny, Attorney-in-Fact	09/26/2018
	Skyline Venture Management V, LLC /s/ Kerensa Kenny, Attorney-in-Fact Kerensa Kenny, Attorney-in-Fact	09/26/2018
	Yasunori Kaneko /s/ Kerensa Kenny, Attorney-in-Fact Kerensa Kenny, Attorney-in-Fact	09/26/2018
	** Signature of Reporting Person	Date
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