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CORRESP
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CORRESP

53rd at Third

885 Third Avenue

New York, New York 10022-4834

Tel: +1.212.906.1200 Fax: +1.212.751.4864

 www.lw.com

FIRM / AFFILIATE OFFICES

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FOIA CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. §200.83

Düsseldorf

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The entity requesting confidential treatment is:

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London

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Zentalis Pharmaceuticals, LLC

Madrid

Washington, D.C.

530 Seventh Avenue, Suite 2201

Milan

 New York, New York 10018

Certain confidential information in this letter has been omitted and provided separately to the Securities and Exchange Commission. Confidential treatment
has been requested by Zentalis Pharmaceuticals, LLC with respect to the omitted portions, which are identified in this letter by the mark “[***].”

March 13, 2020

 VIA EDGAR AND HAND DELIVERY

 CONFIDENTIAL

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Mail Stop 4720

 Washington, D.C. 20549

Attention:        Rolf Sundwall

Daniel Gordon

Chris Edwards

Mary Beth Breslin

 Re: Zentalis Pharmaceuticals, LLC | Anticipated Price Range and Share-Based Compensation | Registration Statement on
Form S-1 (File No. 333-236959)

 Dear
Mr. Sundwall:

 On behalf of Zentalis Pharmaceuticals, LLC, (the “Company”), we submit this letter (this
“Letter”) to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Company confidentially submitted a
draft of the above-referenced Registration Statement (the “Registration Statement”) to the Commission on January 8, 2020, resubmitted to the

 March 13, 2020

 Page
 2

Commission on February 14, 2020, and subsequently filed the Registration Statement with the Commission on March 6, 2020. The purpose of this Letter is to respond to an outstanding
comment relating to share-based compensation that was provided to the Company in a letter from the Staff dated February 6, 2020. Because of the commercially sensitive nature of the 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. A redacted letter has been filed on EDGAR, omitting the
confidential information contained in the Letter.

 For the convenience of the Staff we are providing to the Staff copies of this Letter by
hand delivery. In this Letter, we have recited the prior comment from the Staff in italicized, bold type and have followed the comment with the Company’s response.

8.
 Once you have an estimated offering price or range, please explain to us how you determined the fair value
of the units underlying your equity issuances and the reasons for any differences between the recent valuations of your units leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting
for equity issuances including equity compensation and beneficial conversion features.

 Estimated Preliminary IPO Price Range

 The Company supplementally advises the Staff that, while not yet reflected in the Registration Statement, based on discussions
with the Company’s board of directors (the “Board”) and reflecting input from the lead underwriters (the “Underwriters”) of the Company’s proposed initial public offering of its common stock
(“IPO”), if the Company were to commence marketing of the transaction today, the Company presently anticipates that the estimated price range (assuming a
one-to-one conversion ratio of the Company’s units to shares of common stock to be effective prior to the effectiveness of the Registration Statement)1 would be approximately $[***] per share to $[***] per share (the “Preliminary IPO Price Range”), with a midpoint of approximately $[***] per share (the “Preliminary
Assumed IPO Price”). The Company advises the Staff that the final range to be included in a pre-effective amendment to the Registration Statement will include a price range of no more than $2.00,
if the maximum price is $10.00 per share or less, or 20% of the high end of the range, if the maximum price is greater than $10.00 per share, unless otherwise approved by the Staff.

The Company’s final range to be included in a pre-effective amendment to the Registration
Statement remains under discussion between the Company and the Underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the
Company’s road show.

1
 The Company advises the Staff that the Company intends to adjust the one-to-one conversion ratio prior to the filing of an amendment to the Registration Statement that includes the Preliminary IPO Price Range, in which case, proportionate changes would be made to the Price
Change.

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY ZENTALIS

PHARMACEUTICALS, LLC.

 March 13, 2020

 Page
 3

 Summary of Recent Common Unit Grants and Valuation

The Company is supplementally providing information and analysis with respect to equity-based compensation granted to employees and consultants
under its equity incentive plans since January 1, 2019.

 The Company periodically grants Class B common units (the
“Class B Common Units”) to certain of its employees, directors and consultants. These Class B Common Units are issued as “profits interests” as the common
units receive distributions only if a certain threshold, which was set by the Board to equal the then total fair value of the Company’s equity as of the grant date for such grant (the “Applicable Grant Date Threshold”),
is exceeded. The Applicable Grant Date Threshold impacts the fair value of the Company’s Class B Common Units because distributions, if any, are made in accordance with the priorities set forth in the Company’s limited liability
company agreement. Class B Common Units with a lower Applicable Grant Date Threshold are entitled to receive distributions before Class B Common Unit holders with a higher Applicable Grant Date Threshold.

The estimated fair value of the Company’s Class B Common Units has been determined as of each grant date, with input from
management, considering third-party valuations of Class B Common Units, as well as management’s assessment of additional objective and subjective factors that it believed were relevant to the estimated fair value of the Class B Common
Units. The valuation methodology as described below has been applied as there has been no public market to date for the common units of the Company. The third-party valuations were performed consistent with the guidance outlined in the American
Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Guide”), which prescribes several valuation approaches for
determining the value of an enterprise, such as the cost, market and income approaches.

 In accordance with the Practice Guide, the Company considered the
following methods for allocating the enterprise value across its classes and series of units to determine the estimated fair value of its Class B Common Units at each valuation date.

Option Pricing Method (“OPM”). The OPM estimates the value of the common equity of the Company by treating the rights of the
holders of common equity as equivalent to that of call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of the Company’s preferred units, as well as their rights to
participation. Thus, the value of the common units can be determined by estimating the value of its portion of each of these call option rights. Consequently, the common unit has value only if the funds available for distribution to unitholders
exceed the value of the liquidation preference at the time of a liquidity event.

 Probability-Weighted Expected Return Method
(“PWERM”). The PWERM is a scenario-based analysis that estimates the value per unit based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes considered by the Company,
as well as the economic and control rights of each unit class.

 Hybrid Method. The Hybrid Method is a hybrid between the PWERM and
OPM, estimating the probability-weighted value across multiple scenarios, but using the OPM to estimate the allocation of value within one or more of those scenarios. Weighting allocations are assigned to the OPM and PWERM methods factoring possible
future liquidity events.

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY ZENTALIS

PHARMACEUTICALS, LLC.

 March 13, 2020

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 4

 Additionally, as the common units represent a
non-marketable interest in a private enterprise, an adjustment to the preliminary value estimates must be made to account for the lack of liquidity that a unitholder may experience. This adjustment is commonly
referred to as a discount for lack of marketability (“DLOM”).

 In order for the Board to determine the estimated fair value of
the Class B Common Units, the OPM methodology was utilized for the independent third-party valuations of the Class B Common Units as of December 4, 2018 (the “December 2018 Valuation”). The Hybrid Method was
utilized for the independent third-party valuations of the Class B Common Units as of September 6, 2019 (the “September 2019 Valuation”) and December 3, 2019 (the “December 2019
Valuation”) because the Company had improved visibility into the timing of a potential IPO.

 At each grant date, management
evaluated any recent events and their potential impact on the estimated fair value per unit of the Class B Common Units. For grants of awards made on dates for which there was no contemporaneous independent third-party valuation, management
determined the estimated fair value of the Class B Common Units on the date of grant taking into consideration the immediately preceding valuation report as well as other pertinent information available to it at the time of the grant. If deemed
appropriate, the Company reassessed the fair value of the aforementioned awards based on a straight-line method between the valuation preceding and subsequent to the grant date.

In connection with valuations as of and prior to the December 2018 Valuation, the Company considered a combination of the guideline public
company method and the precedent transaction method, both forms of the market approach, to estimate the Company’s equity value, and then allocated value to the common units using the OPM. For the precedent transaction method, the most recent
arm’s length convertible preferred unit financing was considered. For the guideline public company method, various financial metrics of similar development-stage publicly traded biotechnology guideline companies were considered. For both the
September 2019 Valuation and the December 2019 Valuation, the valuation methodology changed to the use of a Hybrid Method incorporating the OPM and PWERM methodologies. The change in methodology reflected the Company’s improved visibility into
the timing of a potential IPO, but still considered the uncertainty around the Company’s value if an IPO was not achieved.

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY ZENTALIS

PHARMACEUTICALS, LLC.

 March 13, 2020

 Page
 5

 The following table summarizes by grant date the number of Class B Common Units granted
since January 1, 2019, as well as the associated Applicable Grant Date Threshold and the estimated fair value per Class B Common Unit on the grant date at the Applicable Grant Date Threshold.

 Grant Date

Number of Class B Common Units
Granted

Applicable Grant Date
Threshold

Estimated
Fair Value
Per Unit

 1/31/2019

42,000

$
143,800,076

$
1.88

 3/18/2019

5,500

$
143,800,076

$
1.95

 4/1/2019

25,000

$
143,800,076

$
1.98

 5/21/2019

3,000

$
143,800,076

$
2.01

 6/3/2019

500

$
143,800,076

$
2.04

 6/17/2019

15,000

$
143,800,076

$
2.04

 9/10/2019

262,545

$
309,824,355

$
2.14

 9/16/2019

15,000

$
309,824,355

$
2.14

 12/3/2019

714,000

$
309,824,355

$
3.06

 12/6/2019

8,000

$
309,824,355

$
3.06

 12/9/2019

5,000

$
309,824,355

$
3.06

 1/6/2020

70,000

$
309,824,355

$
3.06

The Company has not granted any additional equity awards since January 6, 2020.

January 2019 to June 2019 Class B Common Unit Grants.

The Company’s Board determined that the Applicable Grant Date Threshold for grants of Class B Common Units was $143,800,076.77, and
management estimated the fair value of the Company’s Class B Common Units ranged from $1.88 to $2.04 per unit for the grants awarded from January 31, 2019 to June 17, 2019 based on objective and subjective factors that it
believed were relevant and the results of the December 2018 Valuation. The Applicable Grant Date Threshold was supported by the value reflected in the recently closed Series B Convertible Preferred Unit offering.

In the December 2018 Valuation, the independent third-party valuation specialist relied on the OPM methodology to derive and allocate the
implied equity value for the Company. In conjunction with the OPM methodology, the valuation firm utilized both the guideline public company method and the precedent transaction or backsolve method, to determine the implied total value of the
Company. The guideline public company method considered various financial metrics of publicly traded guideline companies, including growth metrics, valuation multiples and venture capital rates of return commensurate with the stage of the Company at
the time of the valuation. In addition, both a protective put-option analysis based on the Asian Protective Put Method and an option-based approach based on the Finnerty Model were performed in an effort to
estimate the appropriate DLOM for the Class B Common Units. After consideration of the above, the DLOM was concluded to be 25% for the December 2018 Valuation. The December 2018 Valuation estimated the fair value of the Class B Common
Units to range from $1.85 to $2.01 based on the applicable participation threshold.

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY ZENTALIS

PHARMACEUTICALS, LLC.

 March 13, 2020

 Page
 6

 As the Company progressed toward the initiation of a Series C Preferred Unit private
financing that was completed in September 2019, the valuation firm considered the receipt of the proposed terms from existing and other potential investors to purchase $85.0 million of the Company’s Series C Convertible Preferred Units at
$17.50 per unit (the “Proposed Series C Terms”) to determine the fair value of Class B Common Unit awards granted. Subsequent to the issuance of the awards from January 31, 2019 to June 17, 2019, the Company concluded on the
Class B Common Unit fair value related to the aforementioned awards in light of the September 2019 Valuation (see below). As no significant milestones occurred between the December 2018 and September 2019 Valuation, the Company’s concluded
fair value was based on a straight-line method between the December 2018 Valuation and the September 2019 Valuation which resulted in a weighted-average grant date estimated fair value of $1.94 per unit. The concluded grant date estimated fair value
for these grants is reflected in stock-based compensation expense within the Company’s statement of operations for the year ended December 31, 2019 included in the Registration Statement.

September 2019 Class B Common Unit Grants.

The Company’s Board determined that the Applicable Grant Date Threshold for grants of Class B Common Units was $309,824,355.00, and
management estimated the fair va