SUTRO BIOPHARMA, INC. — Director's Dealing 2021

Feb 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SUTRO BIOPHARMA, INC. (STRO)
CIK: 0001382101
Period of Report: 2021-01-29

Reporting Person: NEWELL WILLIAM J (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-29	Common Stock	M	13750	$0.00	Acquired	192410	Direct
2021-01-29	Common Stock	F	7061	$22.15	Disposed	185349	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-29	Restricted Stock Unit (RSU)	$	M	13750	Disposed	2024-01-29	Common Stock (13750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10577	Indirect
Common Stock	26091	Indirect

Footnotes

F1: 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 the RSUs and does not represent a sale by the reporting person.

F2: These securities are held of record by the reporting person as trustee of the Newell Family Revocable Trust DTD 08/14/2008.

F3: The reporting person is the general partner of Taluswood Partners, L.P. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F4: Each RSU represents a contingent right to receive one (1) share of the issuer's Common Stock upon settlement.

F5: The RSUs vest as to 1/4th of the total shares annually beginning on January 29, 2021, subject to continued service through each vesting date.