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CORRESP
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CORRESP

March 22, 2016

ROBERT A. FREEDMAN

 EMAIL RFREEDMAN@FENWICK.COM

Direct Dial (650) 335-7292

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER: “[*].”

 VIA EDGAR
AND OVERNIGHT DELIVERY

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, DC 20549

 Attention:

 Jeffrey P. Riedler, Assistant Director

 Daniel Greenspan

 Tara Keating Brooks

 Keira Nakada

 Joel Parker

             Re:

 Aeglea BioTherapeutics, Inc.

 Registration Statement on Form S-1

File No. 333-205001

 Ladies and Gentlemen:

 On
behalf of Aeglea BioTherapeutics, Inc. (the “Company”), and in connection with a supplemental letter dated June 24, 2015 (the “Prior Letter”) that the Company submitted in response to comments from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated June 3, 2015 (the “Initial Comment Letter”), relating to the
above-referenced Registration Statement on Form S-1 (the “Registration Statement”), we submit this supplemental letter to further address comment 7 of the Initial Comment Letter concerning valuation considerations related to
the Company’s recent equity awards and to assist the Staff in its review of the Registration Statement. For the convenience of the Staff, we are providing to the Staff by overnight delivery copies of this letter.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential
treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

 CONFIDENTIAL TREATMENT REQUESTED BY AEGLEA BIOTHERAPEUTICS, INC.

 AEGLEA -1

 Securities and Exchange Commission

Division of Corporation Finance

 March 22, 2016

Page 2

 The Company advises the Staff that the Company currently anticipates that it will include an expected price
range in its preliminary prospectus (the “Preliminary Prospectus”) for the proposed initial public offering (the “IPO”) that will be between $[*] and $[*] per share before effecting a proposed reverse
stock split (the “Preliminary Price Range”). The Company anticipates effecting the reverse stock split in connection with its IPO pursuant to a future amendment of the Company’s certificate of incorporation that will be
filed with the Secretary of State of the State of Delaware prior to filing the Preliminary Prospectus with the Commission. The share numbers and stock prices set forth in this letter do not reflect the anticipated reverse stock split. The Company
also notes that the actual price range included in the Preliminary Prospectus (the “Bona Fide Price Range”) is expected to fall within the Preliminary Price Range and will be narrowed in advance of such inclusion such that it
will not vary more than $2.00 from the low end to the high end. The Preliminary Price Range has been determined based, in part, upon current market conditions, recent public offerings of other comparable companies and input received from the lead
underwriters of the proposed offering, including discussions that took place on March 16, 2016 between senior management of the Company and representatives of UBS Securities LLC, BMO Capital Markets Corp. and Wells Fargo Securities, LLC, the lead
underwriters.

 As stated in the Prior Letter, prior to June 19, 2015, the Company had not held formal discussions with the underwriters regarding a price
range for the IPO. On March 16, 2016, the Company held its most recent discussions with the lead underwriters regarding a preliminary price range for the IPO. The Preliminary Price Range does not take into account the current lack of liquidity for
the Company’s common stock and assumes a successful initial public offering as of today’s date with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company.

We supplementally advise the Staff that, as described on pages 70-71 of the Registration Statement, the Board of Directors of the Company (the
“Board”) has determined the fair value of the Company’s common stock at the time of the replacement awards and option grants by considering a number of objective and subjective factors, including the Company’s stage
of development, progress on its research and development efforts, completing the sale and issuance of Series B convertible preferred stock, the rights preferences and privileges of its convertible preferred shares relative to those of its common
stock, the lack of marketability of its common stock, and general and industry-specific economic outlooks. The Board also considered the status of the Company’s progress towards an IPO and valuations of the Company’s common stock by a
third-party valuation firm. The Board, as applicable, also determined that the assumptions and inputs used in connection with such valuations reflected the Board’s and management’s best estimate of the business condition, prospects and
operating and financial performance of the Company at each valuation date.

 The Company completed an equity financing on March 10, 2015 in which it
sold shares of its Series B convertible preferred stock at a price of $0.85 per share for an aggregate purchase price of $44.0 million (the “Series B Financing”). The Series B Financing included sales to new investors
exceeding 50% of the aggregate purchase price. In addition, shares of the Company’s convertible preferred stock have rights, preferences and privileges senior to shares of the Company’s common stock, specifically, the right to receive
dividends prior to any dividends declared or paid on any shares of the Company’s common stock, the right to receive proceeds upon a deemed liquidation event in preference to shares of common stock, anti-dilution protections, and certain
protective provisions that require the approval of shares of preferred stock for specific corporate actions.

 *Confidential material
redacted

 CONFIDENTIAL TREATMENT REQUESTED BY AEGLEA
BIOTHERAPEUTICS, INC.

 AEGLEA -2

 Securities and Exchange Commission

Division of Corporation Finance

 March 22, 2016

Page 3

 The third-party valuation reports were prepared based on a hybrid approach of the probability-weighted
expected return method (“PWERM”) and the option pricing method. Further, the third-party valuation report as of March 15, 2015 was also based on a backsolve method considering the Company’s Series B Financing on March
10, 2015. The Board used these valuation reports as one of the objective factors along with other subjective factors it considered in determining the fair value of the Company’s common stock.

On March 10, 2015, the Company converted outstanding Common B shares into restricted stock and options to purchase shares of common stock upon the
Company’s conversion from a Delaware LLC to a Delaware corporation (“March Replacement Awards”). The following table summarizes the converted and granted awards of the Company in 2015:

 Award Date

 Shares Underlying

 Valuation Date

Fair Value of
Common Stock/
Exercise Price of
Option

Discount for
Lack of
Marketability

Aggregate
Grant Date
Fair Value
(thousands)

 March 10, 2015

(March Replacement Awards)

2,659,973 (restricted shares) 1,054,747 (options)

March 15, 2015 (the “March Valuation Report”)

$
0.33

24.1
%

$
1,226

April 1, 2015

4,161,261 (options)

March Valuation Report

$
0.33

24.1
%

$
1,011

April 22, 2015

327,089 (options)

April 20, 2015 (the “April Valuation Report”)

$
0.48

20.0
%

$
118

May 28, 2015

686,193 (options)

May 25, 2015 (the “May Valuation Report”)

$
0.59

17.0
%

$
296

June 15, 2015

538,241 (options)

June 15, 2015 (the “June Valuation Report”)

$
1.22

9.1
%

$
548

 Following a delay in the anticipated IPO timeline due to market conditions, on February 25, 2016, the Company obtained a
third-party valuation report as of February 1, 2016, prepared based on a hybrid approach of PWERM and the option pricing method. The third-party valuation report indicated an increased discount for lack of marketability of 22.2% as compared to
the 9.1% discount for lack of marketability in the June Valuation Report, due in part to market conditions in early 2016. Subsequently, the Company granted options to new hires. The following table summarizes the granted awards of the
Company in 2016:

 Award Date

Shares
Underlying

 Valuation Date

Fair Value of
Common Stock/
Exercise Price
of Option

Discount for
Lack of
Marketability

Aggregate
Grant Date
Fair Value
(thousands)

 February 26, 2016

636,426

February 1, 2016 (the “February Valuation Report”)

$
0.52

22.2
%

$
240

 March 18, 2016

250,000

February Valuation Report

$
0.52

22.2
%

$
93

 CONFIDENTIAL TREATMENT REQUESTED BY
AEGLEA BIOTHERAPEUTICS, INC.

 AEGLEA -3

 Securities and Exchange Commission

Division of Corporation Finance

 March 22, 2016

Page 4

 We are supplementally providing the Staff the following discussion regarding the significant factors
contributing to the difference between the estimated initial public offering price and the determined fair value of the Company’s common stock. The Company believes the difference between the fair value of its common stock on March 10, 2015,
April 1, 2015, April 22, 2015, May 28, 2015, June 15, 2015, February 26, 2016, March 18, 2016 and the current preliminary price range estimated by the Company is the result of the following factors:

•

the Preliminary Price Range necessarily assumes that the IPO has occurred and a public market for the Company’s common stock has been created, and therefore excludes any marketability or liquidity discount for the
Company’s common stock, which was appropriately taken into account in the Board’s determinations of fair value in March, April, May and June 2015, as well as in February and March 2016. The difference in the lack of marketability between
the March Valuation Report, the April Valuation Report, the May Valuation Report and the June Valuation Report took into account, among other factors, the decreased time to and increased likelihood of consummating an IPO in the near term as
reflected by the Company holding its IPO organizational meeting in April 2015, confidentially submitting its Registration Statement in May, and continuing its IPO preparations, which resulted in a higher initial public offering probability in each
of the March, April, May and June Valuation Reports;

•

Subsequently, the February Valuation Report took into account a much lower public offering probability indicating an increased discount for lack of marketability of 22.2% as compared to the 9.1% discount for lack of
marketability in the June Valuation Report. This was due in part to worsening market conditions in the fall of 2015 and the less robust IPO market in early 2016. For example, on June 24, 2015, the date of the Prior Letter, the high on the
NASDAQ Biotechnology Index was 3956.25, while as of February 1, 2016, the high on the NASDAQ Biotechnology Index was 2810.11, representing a decline of approximately 29%. In addition, the stock prices of public biotechnology companies were
highly volatile throughout the fourth quarter of 2015, with increasing volatility in January 2016. These conditions caused many companies to halt or delay their plans for an IPO or to price below their anticipated price range. As a result
of these factors, the February Valuation Report included a much lower weighting of the probability of an IPO in 2016;

•

differences in the valuation methodologies, assumptions and inputs used by the underwriters in their valuation analysis discussed with the Company, which do not take into account the current lack of liquidity for the
Company’s common stock and assume a successful IPO as of today’s date with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company, compared to the valuation methodologies,
assumptions and inputs used in the valuations considered by the Board, which was based on the valuation methodologies mentioned above for each of the Valuation Reports (each as described on pages 71-73 of the Registration Statement);

•

differences in comparable companies in the life sciences and oncology markets discussed between the Company and the underwriters as compared to the prior analysis applied and comparable companies used by the Board;

 CONFIDENTIAL TREATMENT REQUESTED BY AEGLEA
BIOTHERAPEUTICS, INC.

 AEGLEA -4

 Securities and Exchange Commission

Division of Corporation Finance

 March 22, 2016

Page 5

•

the Company’s consideration of various objective and subjective factors in the previous fair value determinations, as described above, that were not applicable to the current preliminary price range; and

•

advancements in the Company’s development of its product candidates, in particular, the effectiveness of its Investigational New Drug Application with the United States Food and Drug Administration in March 2016
for AEB1102 for the treatment of patients with hematological malignancies.

 The Company expects to include the Bona Fide Price Range in an
amendment to the Registration Statement that would shortly precede the commencement of the Company’s public marketing process, which it anticipates could commence as soon as March 28, 2016. Such Bona Fide Price Range could differ from the
Preliminary Price Range based on then-current market conditions, continuing discussions with the lead underwriters and further business developments impacting the Company. We are providing this information to you supplementally to facilitate your
review process.

 The Company supplementally advises the Staff that, in the Preliminary Prospectus, it will include the following disclosure (with the
blanks to be filled with post-reverse stock split amounts):

 “We determined, after consultation with the underwriters, that our
initial public offering price range will be $            to $            per share. As of the dates of the March 10, 2015, April
1, 2015, April 22, 2015, May 28, 2015, June 15, 2015, February 26, 2016 and March 18, 2016 conversions and stock option grants, our board of directors had determined the fair value of our common stock to be
$                per share (for the March 10, 2015 conversion and for the April 1, 2015 grants),
$                per share (for the April 22, 2015 grants), $                per share
(for the May 28, 2015 grants), $                per share (for the June 15, 2015 grants), and
$                per share (for the February 26, 2016 and March 18, 2016 grants). The determination was based upon the objective and subjective factors described
above. We believe the difference between the fair value of our common stock for the March 10, 2015 conversion and for the April 1, April 22, May 28, June 15, 2015, February 26, 2016 and March 18, 2016 grants, in each case as determined by our board
of directors, and the initial offering price range is a result of the following factors:

•

the price range necessarily assumes that the initial public offering has occurred and a public market for our common stock has been created, and therefore excludes any marketability or liquidity discount for our common
stock, including those related to worsening market conditions in the fall of 2015 and early 2016, which was appropriately taken into account in our board of directors’ fair value determinations;

•

differences in the valuation methodologies, assumptions and inputs used by the underwriters in their valuation analysis discussed with our management, which assume a successful initial public offering with no weighting
attributed to any other outcome, compared to t