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CORRESP
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CORRESP

 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested by Revolution Medicines, Inc. with respect to portions of this letter.

 140 Scott Drive

 Menlo Park,
California 94025

 Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

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Munich

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Century City

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San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 January 27, 2020

Via EDGAR and Overnight Delivery

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-1090

 FOIA
Confidential Treatment Request

 Under 17 C.F.R §200.83

Attention:
 Bonnie Baynes

 Lisa Vanjoske

 Sonia Bednarowski

 Dietrich King

Re:
 Revolution Medicines, Inc.

 Registration Statement on Form S-1

 Filed on January 17, 2020

 File No. 333-235968

Ladies and Gentlemen:

 On behalf of Revolution
Medicines, Inc. (the “Company”), set forth below is information in response to comment number 9 contained in the letter to the Company dated October 16, 2019 from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) relating to the Draft Registration Statement on Form S-1 that was originally confidentially submitted to the Commission on
September 19, 2019 and, as subsequently revised, was publicly filed by the Company on January 17, 2020 (the “Registration Statement”). The supplemental response set forth below is based upon information provided to
Latham & Watkins LLP by the Company.

 On behalf of the Company, we are respectfully requesting confidential treatment for
specified portions of this letter pursuant to Rule 83 promulgated by the Commission (17 C.F.R. § 200.83). This letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information
discussed in this letter. A redacted version of this letter will be filed with the Commission on EDGAR, omitting the confidential information.

CONFIDENTIAL TREATMENT REQUESTED BY

REVOLUTION MEDICINES, INC.

RVMD-1001

 January 27, 2020

 Page
 2

 The Company’s discussion of its accounting for stock-based compensation is primarily
contained within the sections of the Registration Statement entitled “Management’s discussion and analysis of financial condition and results of operations—Critical accounting policies, significant judgments and use of estimates—Stock-based compensation” and “—Common stock valuation” (the “MD&A”) and appears on pages 105 through 106 of the Registration Statement.

The Company confirms to the Staff that no price range has yet been provided in the preliminary prospectus included in the Registration
Statement. However, the Company has authorized us to inform the Staff supplementally that, based on consultations with the lead underwriters, input received from
testing-the-waters meetings (the “TTW Meetings”), and considerations of the current market conditions, if the marketing of the initial public
offering (the “IPO”) were to commence today, the Company’s present view is that the estimated offering range would be $[***] to $[***] per share (the “Preliminary IPO Price Range”). The share
numbers, Preliminary IPO Price Range, exercise prices and fair values do not take into account a reverse stock split that the Company intends to implement in connection with the IPO.

The Company advises the Staff that the Preliminary IPO Price Range represents the Company’s current belief of what the indicative price
range in the preliminary prospectus may be, but that the actual indicative price range in the preliminary prospectus will not be determined until the Company completes a valuation process with the underwriters of the IPO, which is expected to occur
shortly before the printing of the preliminary prospectus for the IPO. Therefore, the preliminary estimated indicative price range is subject to further change as a result of various factors, including market conditions and subsequent developments
with respect to the Company’s business. Upon completion of this valuation process, the Company will narrow the indicative price range to establish a bona fide offering price range not to be greater than $[***] between the low end of the range
and the top end of the range.

 To assist the Staff in its evaluation of the Company’s accounting for stock-based compensation, the
Company has provided the analysis as set forth below.

 DETERMINATION OF FAIR VALUE OF COMMON STOCK

As described in the Registration Statement, the Company has historically determined the fair value of its common stock using methodologies,
approaches and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice
Guide”). Specifically, the fair value of the shares of common stock underlying the Company’s stock options has been determined by the Company’s Board of Directors (the “Board”). Because there has been
no public market for the Company’s common stock, and in the absence of recent arm’s-length cash sales transactions of the Company’s common stock with independent third parties, the Board has
determined the fair value of the common stock by considering a number of objective and subjective factors, including independent third-party valuations as of December 31, 2018, May 31, 2019 and September 30, 2019. The Board gave
consideration to expected material grants of common stock options in determining when to obtain independent third-party valuations.

CONFIDENTIAL TREATMENT REQUESTED BY

REVOLUTION MEDICINES, INC.

RVMD-1002

 January 27, 2020

 Page
 3

 As described in greater detail in the MD&A, these valuations have utilized combinations
of (i) the income approach (in the particular, the discounted cash flow (“DCF”) analysis), (ii) the option-pricing method (“OPM”) and (iii) the probability-weighted expected return method
(“PWERM”) for determining the fair value of the Company’s common stock. A DCF analysis attempts to value an asset or security by estimating the present value of the future cash flows it is expected to produce. Projected
cash flows are then discounted to a present value employing a discount rate that properly accounts for the estimated market-weighted average cost of capital, as well as any risk unique to the subject cash flows. The OPM uses option theory to value
the various classes of a company’s securities in light of their respective claims to the company’s total stockholders’ equity. In particular, total stockholders’ equity value is allocated to the various share classes based upon
their respective claims on a series of call options with strike prices at various value levels depending upon the rights and preferences of each class of equity. Under the PWERM, the per share value of the common stock is estimated based upon the
probability-weighted present value of expected future equity values for the common stock, under various possible future liquidity event scenarios, in light of the rights and preferences of each class of equity, discounted for a lack of
marketability.

 For the valuations conducted prior to September 30, 2019, the Company utilized a DCF analysis to estimate the fair
value of the Company’s total stockholders’ equity, and then utilized the OPM to allocate such value to the various classes of the Company’s equity, as described in further detail below. Beginning with the September 30, 2019
Valuation (as defined below), the Company utilized a hybrid approach of the OPM and the PWERM, an accepted valuation approach under the Practice Guide, for determining the fair value of the Company’s common stock (the “Hybrid
Method”). The Hybrid Method estimates the probability-weighted value across multiple scenarios but uses the OPM to estimate the allocation of value within one or more of the scenarios. The Company determined to incorporate the PWERM
into its valuation methodology as values associated with various potential outcomes were considered estimable, in light of the Company’s stage of development, operating results, its prospects for an IPO in the near term, general conditions in
the capital markets, including with respect to IPOs, and the relative likelihood of achieving a liquidity event such as an IPO in light of prevailing market conditions.

At each grant date, the Board evaluated any recent events and their potential impact on the estimated fair value per share of the common
stock. For grants of stock awards made on dates for which there was no concurrent independent third-party valuation, the Board determined the fair value of the common stock on the date of grant taking into consideration the immediately preceding
valuation report as well as other pertinent information available at the time of the grant.

 In the course of preparing the Company’s
consolidated financial statements with a retrospective view, the Company also estimated the fair value of its common stock for financial reporting purposes. For purposes of this determination with respect to the Company’s stock option grants
after May 31, 2019, the Company assumed that the fair value of the common stock increased on a linear basis from the valuation preceding the applicable grants to the valuation

CONFIDENTIAL TREATMENT REQUESTED BY

REVOLUTION MEDICINES, INC.

RVMD-1003

 January 27, 2020

 Page
 4

following the applicable grants (or, in the case of the grants made on December 18, 2019, the midpoint of the Preliminary IPO Prince Range of approximately $[***] per share (the
“Midpoint Price”)). The Company believes that a linear interpolation is appropriate as no single event caused the valuation of the Company’s common stock to fluctuate. Instead, a combination of Company-specific factors,
including its progress toward an IPO, more certainty around the Company’s business and financial position as well as external market factors, led to the changes in the fair value of the underlying common stock. Applying this linear
interpolation, the Company determined the fair value of its common stock for financial reporting purposes.

 GRANTS OF COMMON STOCK OPTIONS DURING
THE PRECEDING 12 MONTHS

 The following table summarizes by grant date the number of shares of common stock underlying stock options
granted during the previous 12 months, as well as the associated per share exercise price and the estimated fair value per share of the Company’s common stock on the grant date for financial reporting purposes.

 Grant Date

Number of Shares
Underlying Stock
Options Granted

Per Share
Exercise Price

Estimated
Fair Value per Share
for Financial Reporting
Purposes

 March 13, 2019

5,900,988

$
0.84

$
0.84

 August 8, 2019

9,829,904

$
0.97
(a)

$
1.28
(b)

 September 11, 2019

32,000

$
0.97
(a)

$
1.44
(b)

 December 18, 2019

1,348,025

$
1.54

$
[***]
(c)

(a)
 See Note 1 on page 6 below for a discussion regarding the difference between the exercise price per share and
estimated grant-date fair value for financial reporting purposes.

(b)
 Fair value determined for financial reporting purposes, assuming that the fair value of the Company’s
common stock increased on a linear basis from the fair value of its common stock as determined pursuant to the May 31, 2019 Valuation (as defined below), which was $0.92 per share, to the fair value of its common stock as determined pursuant to
the September 30, 2019 Valuation, which was $1.54 per share.

(c)
 Fair value determined for financial reporting purposes, assuming that the fair value of the Company’s
common stock increased on a linear basis from the fair value of its common stock as determined pursuant to the September 30, 2019 Valuation, which was $1.54 per share, to the Midpoint Price.

VALUATIONS AND OPTION GRANTS OVER THE PREVIOUS 12 MONTHS

December 31, 2018 Valuation and March 13, 2019 Grants

A valuation was performed by the Company with the assistance of a third-party independent valuation specialist that determined the fair value
of the Company’s common stock as of December 31, 2018 to be $0.84 per share (the “December 31, 2018 Valuation”).

For the December 31, 2018 Valuation, the Company utilized a DCF analysis to estimate the value of the Company’s total
stockholders’ equity as $[***] million on a minority, marketable basis. The Company then employed the OPM to allocate the total stockholders’ equity value to the various classes of the Company’s stockholders based on their respective
claims on a series of call options with strike prices at various value levels depending on the rights and preferences of each

CONFIDENTIAL TREATMENT REQUESTED BY

REVOLUTION MEDICINES, INC.

RVMD-1004

 January 27, 2020

 Page
 5

class. The Company did not utilize the PWERM in the December 31, 2018 Valuation because the Company had not, at the time of such valuation, initiated discussions with bankers or begun
planning regarding a potential IPO, and therefore could not, at such time, reasonably estimate the form and timing of potential liquidity events.

In applying the OPM, the Company utilized an estimated time to liquidity of [***] years, a risk free rate of [***]% and an estimated
volatility of [***]%, which resulted in an estimated fair value of the Company’s common stock of $[***] per share, on a minority, marketable basis. In determining the estimated fair value of the common stock, the Board and the third-party
valuation firm also considered the fact that the Company’s stockholders could not freely trade the common stock in the public markets. Because the common stock represented a non-marketable equity interest
in a private enterprise, a discount for lack of marketability (“DLOM”) of [***]% was applied to the estimated fair value of the common stock on a marketable basis, resulting in an estimated fair value of the common stock of
$0.84 per share on a minority, non-marketable basis. The DLOM was estimated based on consideration of both a simple protective put analysis, as well as the modified put analysis known as the Finnerty Method, a
method of estimating a DLOM using the OPM as outlined in the Practice Guide.

 In connection with the grants of stock options made on
March 13, 2019, the Board concluded that the estimated fair value of the Company’s common stock was $0.84 per share in consideration of the valuation analysis as of December 31, 2018 and other objective and subjective factors as
appropriate. For financial reporting purposes, no interpolation was performed because there was not a significant increase in the fair value of common stock between the valuations preceding and following these option grants.

May 31, 2019 Valuation and August 9, 2019 and September 11, 2019 Grants

A valuation was performed by the Company with the assistance of a third-party independent valuation specialist that determined the fair value
of the Company’s common stock as of May 31, 2019 to be $0.92 per share (the “May 31, 2019 Valuation”).

For the May 31, 2019 Valuation, the Company utilized a DCF analysis to estimate the value of the Company’s total stockholders’
equity as $[***] million on a minority, marketable basis. The Company then employed a multi-scenario OPM analysis to compute the probability-weighted value of the common stock across two scenarios: the IPO and the
non-IPO scenarios. The Company included an IPO scenario in light of the Company’s stage of development, operating results, its prospects for an IPO in the near term following the organizational meeting
for its IPO on July 30, 2019, general conditions in the capital markets, including with respect to IPOs, and the relative likelihood of achieving a liquidity event such as