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^*

SVLSF V, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON ST., STE 3900

(Street)

BOSTON

02108

(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)
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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	21,776	⁽¹⁾	I	By International Life Sciences Fund III Co-Investment, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	131,683	⁽³⁾	I	By International Life Sciences Fund III Co-Investment, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	58,632	⁽⁴⁾	I	By International Life Sciences Fund III Co-Investment, L.P.⁽²⁾
Series C Preferred Stock Warrant (right to buy)	⁽⁵⁾	⁽⁵⁾	Series C Preferred Stock	11,544	$0.4797⁽⁶⁾	I	By International Life Sciences Fund III Co-Investment, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,835,270	⁽¹⁾	I	By International Life Sciences Fund III (LP1), L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	11,097,596	⁽³⁾	I	By International Life Sciences Fund III (LP1), L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	4,941,391	⁽⁴⁾	I	By International Life Sciences Fund III (LP1), L.P.⁽²⁾
Series C Preferred Stock Warrant (right to buy)	⁽⁵⁾	⁽⁵⁾	Series C Preferred Stock	973,028	$0.4797⁽⁶⁾	I	By International Life Sciences Fund III (LP1), L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	17,533	⁽¹⁾	I	By International Life Sciences Fund III Strategic Partners, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	106,019	⁽³⁾	I	By International Life Sciences Fund III Strategic Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	47,205	⁽⁴⁾	I	By International Life Sciences Fund III Strategic Partners, L.P.⁽²⁾
Series C Preferred Stock Warrant (right to buy)	⁽⁵⁾	⁽⁵⁾	Series C Preferred Stock	9,293	$0.4797⁽⁶⁾	I	By International Life Sciences Fund III Strategic Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	9,217,015	⁽⁴⁾	I	By SV Life Sciences Fund V, L.P.⁽⁷⁾
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	6,683,697	⁽⁸⁾	I	By SV Life Sciences Fund V, L.P.⁽⁷⁾
Series E Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	9,155,794	⁽⁹⁾	I	By SV Life Sciences Fund V, L.P.⁽⁷⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	194,786	⁽⁴⁾	I	By SV Life Sciences Fund V Strategic Partners, L.P.⁽¹⁰⁾
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	141,249	⁽⁸⁾	I	By SV Life Sciences Fund V Strategic Partners, L.P.⁽¹⁰⁾
Series E Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	193,492	⁽⁹⁾	I	By SV Life Sciences Fund V Strategic Partners, L.P.⁽¹⁰⁾

1. Name and Address of Reporting Person^*

SVLSF V, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON ST., STE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ILSF III, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON ST., STE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INTERNATIONAL LIFE SCIENCES FUND III (GP), L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON ST., STE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INTERNATIONAL LIFE SCIENCES FUND III CO-INVESTMENT, L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON ST., STE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INTERNATIONAL LIFE SCIENCES FUND III (LP1), L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON ST., STE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INTERNATIONAL LIFE SCIENCES FUND III STRATEGIC PARTNERS, L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON ST., STE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SV Life Sciences Fund V (GP), LP

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON ST., STE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SV LIFE SCIENCES FUND V LP

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON ST., STE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SV Life Sciences Fund V Strategic Partners, L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON ST., STE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of the issuer's Series A Preferred Stock will automatically convert into 0.0433 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. International Life Sciences Fund III (GP), LP. ("Fund III GP") is the general partner of each of: (i) International Life Sciences Fund III (LP1), L.P. ("ILSF LP1"), (ii) International Life Sciences Fund III Co-Investment, L.P. ("ILSF Co-Invest") and (iii) International Life Sciences Fund III Strategic Partners, L.P. ("ILSF Strategic" and collectively, the "Fund III Entities"). ILSF III, LLC (the "ILSF General Partner") is the general partner of Fund III GP and, through an investment committee comprised of James Garvey, Kate Bingham, Eugene D. Hill, III and Michael J. Ross controls voting and investment decisions over the Issuer's shares held by the Fund III Entities by majority vote. Each of Fund III GP, ILSF General Partner, and each member of the investment committee of ILSF General Partner disclaims beneficial ownership over the Shares held by the Fund III Entities except to the extent of any pecuniary interest therein.

3. Each share of the issuer's Series B Preferred Stock will automatically convert into 0.0578 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 C Preferred Stock will automatically convert into 0.0370 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

5. The warrant is exercisable at any time at the holder's election on a one-for one basis and automatically terminates on the completion of the issuer's initial public offering if not earlier exercised.

6. The warrant has a net exercise provision under which the holder, in lieu of paying the exercise price in cash, can surrender the warrant and receive a net number of shares of preferred stock based on the fair market value of such stock at the time of exercise, after deducting the aggregate exercise price.

7. These shares are owned directly by SV Life Sciences Fund V, L.P. ("SVLS V LP"). SV Life Sciences Fund V (GP), LP ("SVLS V GP") is the general partner of SVLS V LP. The general partner of SVLS V GP is SVLSF V, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III and Michael J. Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

8. 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.

9. 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.

10. These shares are owned directly by SV Life Sciences Fund V Strategic Partners, L.P. ("SVLS V SPP"). SVLS V GP is the general partner of SVLS V SPP. The general partner of SVLS V GP is SVLSF V, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III and Michael J. Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V SPP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Brent Faduski as authorized officer of SVLSF V, LLC	09/26/2018
	/s/ Brent Faduski as authorized officer of ILSF III, LLC	09/26/2018
	/s/ Brent Faduski as authorized officer of ILSF III, LLC, the GP of International Life Sciences Fund III (GP), L.P.	09/26/2018
	/s/ Brent Faduski as authorized officer of ILSF III, LLC, the GP of International Life Sciences Fund III (GP), L.P., the GP of International Life Sciences Fund III Co-Investment, L.P.	09/26/2018
	/s/ Brent Faduski as authorized officer of ILSF III, LLC, the GP of International Life Sciences Fund III (GP), L.P., the GP of International Life Sciences Fund III (LP1), L.P.	09/26/2018
	/s/ Brent Faduski as authorized officer of ILSF III, LLC, the GP of International Life Sciences Fund III (GP), L.P., the GP of International Life Sciences Fund III Strategic Partners, L.P.	09/26/2018
	/s/ Brent Faduski as authorized officer of SVLSF V, LLC, the GP of SV Life Sciences Fund V (GP), L.P.	09/26/2018
	/s/ Brent Faduski as authorized officer of SVLSF V, LLC, the GP of SV Life Sciences Fund V (GP), L.P., the GP of SV Life Sciences Fund V, L.P.	09/26/2018
	/s/ Brent Faduski as authorized officer of SVLSF V, LLC, the GP of SV Life Sciences Fund V (GP), L.P, the GP of SV Life Sciences Fund V Strategic Partners, L.P.	09/26/2018
	** 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).
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