12/16/2025 | Press release | Distributed by Public on 12/16/2025 19:48
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit (RSU) | (2) | 12/12/2025 | M | 2,500 | (3) | 12/01/2027 | Common Stock | 2,500 | $ 0 | 5,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Chung Jane C/O SUTRO BIOPHARMA, INC. 111 OYSTER POINT BLVD. SOUTH SAN FRANCISCO, CA 94080 |
X | Chief Executive Officer | ||
| /s/ David Pauling as attorney-in-fact for Jane Chung | 12/16/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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 RSUs; does not represent a sale by the reporting person. |
| (2) | Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. |
| (3) | The RSU award vested or vests as to 1/4th of the total award annually, subject to continued service through each vesting date, with the first tranche vested on December 1, 2024. The reported transaction represents the deferred vesting and settlement of a tranche of this award pursuant to the terms of the reporting person's award agreement with the Issuer. |
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Remarks: Effective as of 12:01 a.m. Eastern time on December 3, 2025, pursuant to a Certificate of Amendment to the Issuer's Restated Certificate of Incorporation previously approved by the Issuer's stockholders, and filed with the Delaware Secretary of State on December 2, 2025, the Issuer's Common Stock, par value $0.001 per share, underwent a 1-for-10 reverse stock split (the "Reverse Stock Split"). All amounts, including all dollar values, set forth herein have been adjusted to reflect the Reverse Stock Split. |
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