Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
November 13 2024 - 3:30PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
| |
| Sutro Biopharma, Inc. |
| (Name
of Issuer) |
| |
Common
Stock, $0.001 par value per share |
| (Title
of Class of Securities) |
| |
869367102 |
| (CUSIP
Number) |
| |
September
30, 2024 |
| (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
0
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
0
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0%
|
| 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
0
|
| 7 |
SOLE
DISPOSITIVE POWER
0
|
| 8 |
SHARED
DISPOSITIVE POWER
0
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
| 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. |
| Item 5. |
OWNERSHIP OF FIVE PERCENT OR
LESS OF A CLASS. |
| |
|
| |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: x. |
| Item 6. |
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| |
|
| |
Not applicable. |
| 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. |
| |
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: November 13, 2024
| |
|
| RUBRIC CAPITAL MANAGEMENT LP
|
|
| |
|
| By: |
/s/ Michael Nachmani |
|
| Name: |
Michael Nachmani |
|
| Title: |
Chief Operating Officer |
|
| |
|
| /s/ David Rosen |
|
| DAVID ROSEN |
|
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