03/03/2026 | Press release | Distributed by Public on 03/03/2026 17:52
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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 | ||||||||
| Stock Option (right to buy) | $20.55 | 03/02/2026 | A | 40,000 | (1) | 03/02/2036 | Common Stock | 40,000 | $ 0 | 40,000 | D | ||||
| Restricted Stock Units (RSUs) | (2) | 03/02/2026 | A | 5,000 | (3) | 03/01/2030 | Common Stock | 5,000 | $ 0 | 5,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Chow Gregory K. C/O SUTRO BIOPHARMA, INC. 111 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO, CA 94080 |
CFO | |||
| /s/ David Pauling as attorney-in-fact | 03/03/2026 | |
| **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) | 1/48 of the total option award shall vest monthly, subject to the reporting person's continued service through each vesting date, with the first tranche vesting on April 1, 2026. |
| (2) | Each RSU represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement. |
| (3) | The RSUs shall vest as to 1/4 of the total award annually, with the first tranche vesting on March 1, 2027, subject to continued service through each vesting date. |
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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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