SecProbe.io

January 6, 2020
Paul Little
Chief Financial Officer
Sientra, Inc.
420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117
Re:Sientra, Inc.
Registration Statement on Form S-3
Filed December 23, 2019
File No. 333-235690
Dear Mr. Little:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that your forum selection provisions in your amended and restated certificate of
incorporation and your bylaws identify the Court of Chancery of the State of Delaware as
the exclusive forum for certain litigation, including any “derivative action.” Please
disclose whether these provisions apply to actions arising under the Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provisions apply to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such

 FirstName LastNamePaul Little
 Comapany NameSientra, Inc.
 January 6, 2020 Page 2
 FirstName LastName
Paul Little
Sientra, Inc.
January 6, 2020
Page 2
provisions and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. If these provisions do not apply to actions arising
under the Securities Act or Exchange Act, please tell us how you will inform investors in
future filings that the provisions do not apply to any actions arising under the Securities
Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ada D. Sarmento at 202-551-3798 or Irene Paik at 202-551-6553 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Patrick O'Malley, Esq.