0001104659-24-013564.txt : 20240212 0001104659-24-013564.hdr.sgml : 20240212 20240212060638 ACCESSION NUMBER: 0001104659-24-013564 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240212 DATE AS OF CHANGE: 20240212 GROUP MEMBERS: DAVID ROSEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUTRO BIOPHARMA, INC. CENTRAL INDEX KEY: 0001382101 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 452441988 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90656 FILM NUMBER: 24617237 BUSINESS ADDRESS: STREET 1: 111 OYSTER POINT BLVD. CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-392-8412 MAIL ADDRESS: STREET 1: 111 OYSTER POINT BLVD. CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: SUTRO BIOPHARMA INC DATE OF NAME CHANGE: 20061127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rubric Capital Management LP CENTRAL INDEX KEY: 0001687509 ORGANIZATION NAME: IRS NUMBER: 300934659 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 155 EAST 44TH ST, SUITE 1630 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124181881 MAIL ADDRESS: STREET 1: 155 EAST 44TH ST, SUITE 1630 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 tm245464d19_sc13ga.htm SC 13G/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G/A

 

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 
Sutro Biopharma, Inc.
(Name of Issuer)
 

Common Stock, $0.001 par value per share

(Title of Class of Securities)
 

869367102

(CUSIP Number)
 

December 31, 2023

(Date of event which requires filing of this statement)
         

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)
         

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

 

 

 

 

 

CUSIP No. 869367102

 

13G/A Page 2 of 7 Pages

 

1

NAMES OF REPORTING PERSONS

Rubric Capital Management LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,344,810 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,344,810 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,344,810 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.49%

12

TYPE OF REPORTING PERSON

PN, IA

         

 

 

 

CUSIP No. 869367102

 

13G/A Page 3 of 7 Pages

 

1

NAMES OF REPORTING PERSONS

David Rosen

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,344,810 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,344,810 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,344,810 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.49%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 869367102

 

13G/A Page 4 of 7 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Sutro Biopharma, Inc. (the "Issuer").
   

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Issuer's principal executive offices are located at 111 Oyster Point Blvd, South San Francisco, CA, 94080.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:
   
  (i) Rubric Capital Management LP ("Rubric Capital"), the investment adviser to certain investment funds and/or accounts (collectively, the "Rubric Funds") that hold the shares of Common Stock (as defined in Item 2(d) below) reported herein; and
     
  (ii) David Rosen ("Mr. Rosen"), Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.  

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017.

 

Item 2(c). CITIZENSHIP:
   
  Rubric Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United States of America.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common stock, $0.001 par value per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  869367102

 

 

 

 

CUSIP No. 869367102

 

13G/A Page 5 of 7 Pages

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,

 

  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) x Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

    If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________

 

Item 4. OWNERSHIP.
   
 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

The percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based on the 60,953,204 shares of Common Stock outstanding as of November 8, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on November 13, 2023.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  See Item 2.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

 

 

 

CUSIP No. 869367102

 

13G/A Page 6 of 7 Pages

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

CUSIP No. 869367102

 

13G/A Page 7 of 7 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

DATED: February 12, 2024

   
RUBRIC CAPITAL MANAGEMENT LP    
   
By: /s/ Michael Nachmani  
Name: Michael Nachmani  
Title: Chief Operating Officer  
   
/s/ David Rosen  
DAVID ROSEN