SecProbe.io

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CORRESP

 VIA EDGAR

April 2, 2026

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Mr. Tyler
Howes

Re:
 Pliant Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-294737

Acceleration Request

Requested Date:

April 6, 2026

Requested Time:

4:15 p.m., Eastern Time

 Dear Mr. Howes:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Pliant Therapeutics, Inc. (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to April 6, 2026, at 4:15 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP, by calling Marianne Sarrazin at (415) 733-6134.

 If you have any
questions regarding this request, please contact Marianne Sarrazin of Goodwin Procter LLP at (415) 733-6134.

Sincerely,

PLIANT THERAPEUTICS, INC.

/s/ Keith Cummings

Keith Cummings, MD, MBA

Chief Financial Officer

 cc:

 Deepa Rich, Esq.,
Goodwin Procter LLP

 Marianne Sarrazin, Esq., Goodwin Procter LLP

Sam Zucker, Esq., Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           April 2, 2026

Bernard Coulie
Chief Executive Officer
Pliant Therapeutics, Inc.
331 Oyster Point Boulevard
South San Francisco, CA 94080

       Re: Pliant Therapeutics, Inc.
           Registration Statement on Form S-3
           Filed March 30, 2026
           File No. 333-294737
Dear Bernard Coulie:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

       Please contact Tyler Howes at 202-551-3370 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:    Marianne Sarrazin, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 2, 2022
Keith Cummings
Chief Financial Officer
PLIANT THERAPEUTICS, INC.
260 Littlefield Avenue
South San Francisco, CA 94080
Re:PLIANT THERAPEUTICS, INC.
10-K/A filed May 27, 2022
File No. 1-39303
Dear Mr. Cummings:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 SIDLEY AUSTIN LLP

555 CALIFORNIA STREET

 SUITE 2000

SAN FRANCISCO, CA 94104

 +1 415 772 1200

+1 415 772 7400 FAX

AMERICA • ASIA PACIFIC • EUROPE

 +1 415 772 1207

 CFLEMING@SIDLEY.COM

 May 27, 2022

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street N.E.

 Washington, D.C. 20549

Attention: Al Pavot

 Terence O’Brien

Re:
 Pliant Therapeutics, Inc.

Comments to Form 10-K for the year ended December 31, 2021

Filed March 1, 2022

File No. 001-39303

Ladies and Gentlemen:

 On behalf of our client Pliant
Therapeutics, Inc. (the “Company”), we submit this letter in response to the comment received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter
dated May 17, 2022 relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). The
Company is concurrently filing Amendment No. 2 to the 2021 Form 10-K (“Amendment No. 2”), which includes changes in response to the Staff’s comment.

Form 10-K filed March 1, 2022

Item 9A, page 135

1.
 Please file the audit report on internal controls as required by Item 308(b) of Regulation S-K.

 In the process of filing the 2021 Form
10-K, Deloitte & Touche LLP’s audit report on the Company’s internal control over financial reporting was inadvertently omitted. Part II, Item 9A of the 2021 Form 10-K is being amended and restated to include the audit report of Deloitte & Touche LLP and is concurrently being filed with the Commission as Amendment No. 2.

 Sidley Austin (CA) LLP is
a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 United States Securities and Exchange Commission

May 27, 2022

  Page
 2

 We thank you in advance for your consideration of the foregoing. Please contact me at
415.772.1207 with any questions or further comments regarding the response to the Staff’s comment.

Sincerely,

/s/ Carlton Fleming

Carlton Fleming

Cc:
 Bernard Coulie, Pliant Therapeutics, Inc.

Keith Cummings, Pliant Therapeutics, Inc.

Mike Ouimette, Pliant Therapeutics, Inc.

Sharon Flanagan, Sidley Austin LLP

United States securities and exchange commission logo
May 17, 2022
Keith Cummings
Chief Financial Officer
PLIANT THERAPEUTICS, INC.
260 Littlefield Avenue
South San Francisco, CA 94080
Re:PLIANT THERAPEUTICS, INC.
Dear Mr. Cummings:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K filed March 1, 2022
Item 9A, page 135
1.Please file the audit report on internal controls as required by Item 308(b) of Regulation S-
K.
            In closing, 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.
            You may contact Al Pavot at (202) 551-3738 or Terence O'Brien at (202) 551-3355 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 VIA EDGAR

May 29, 2020

Office of Life Science

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C. 20549

Attn:

Donald Field

 Justin Dobbie

Re:

Pliant Therapeutics, Inc.

 Acceleration Request for Registration Statement on Form S-1

 File No. 333-238146

Requested Date:     June 2, 2020

Requested Time:    4:00 p.m. Eastern Standard Time

Dear Messrs. Field and Dobbie,

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended (the “Act”), Pliant Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the
“Registration Statement”) be accelerated to June 2, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration
Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Carolyn Ward at
(617) 570-1376. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the
Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: James Xu, by facsimile to (617) 801-8979.

[Remainder of page left intentionally blank]

 If you have any questions regarding this request, please contact Carolyn Ward of Goodwin
Procter LLP at (617) 570-1376.

 Sincerely,

 PLIANT THERAPEUTICS, INC.

 /s/ Bernard Coulie

 Name: Bernard Coulie, M.D., Ph.D.

 Title: President and Chief Executive Officer

cc:

Keith Cummings, M.D., Chief Financial Officer, Pliant Therapeutics, Inc.

            Sam Zucker, Esq. and Deepa M. Rich, Esq., Goodwin Procter LLP

[Signature Page to Acceleration Request]

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CORRESP

 May 29, 2020

United States Securities and Exchange Commission

Office of Life Sciences

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:    Donald Field

Justin Dobbie

Re:    Pliant Therapeutics, Inc.

Registration Statement on Form S-1 (File
No. 333-238146)

 Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between May 26, 2020 and
the date hereof, approximately 400 copies of the Preliminary Prospectus dated May 26, 2020 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration
Statement.

 We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We hereby join in the request
of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Tuesday, June 2, 2020 or as soon thereafter as practicable.

[Signature page follows]

 Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

COWEN AND COMPANY, LLC

 PIPER
SANDLER & CO.

 As representatives of the Underwriters

 By:

Citigroup Global Markets Inc.

 By:

 /s/ Bradley Wolff

 Name: Bradley Wolff

 Title: Managing Director

 By:

Cowen and Company, LLC

 By:

 /s/ William Follis

 Name: William Follis

 Title: Managing Director

 By:

 Piper Sandler & Co.

 By:

 /s/ Chad Huber

 Name: Chad Huber

 Title: Managing Director

 [Signature page to Underwriters’ Acceleration Request]

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 Goodwin Procter LLP

 Three Embarcadero
Center,

 28th Floor

San Francisco, CA 94111

goodwinlaw.com

 +1 415 733 6000

May 26, 2020

 VIA EDGAR AND FEDERAL EXPRESS

Office of Life Sciences

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street
N.E.

 Washington, D.C. 20549

 Attn: Donald Field

    Justin Dobbie

Re:
 Pliant Therapeutics, Inc.

 Registration Statement on Form S-1

 Filed May 11, 2020

 File No. 333-238146

Ladies and Gentlemen:

 This letter is being submitted on behalf
of Pliant Therapeutics, Inc. (the “Company”) in response to comments contained in the letter dated May 20, 2020 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) to Bernard Coulie, Chief Executive Officer of the Company, with respect to the Company’s Registration Statement on Form S-1 that was filed on May 11,
2020. The Company is concurrently filing Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”), including changes in response to the Staff’s comments.

 The responses set forth below have been organized in the same manner in which the Staff’s comments were organized and all page references in the
Company’s responses are to the Registration Statement. Two copies of this letter and the marked Registration Statement will be provided to Donald Field of the Commission.

Registration Statement on Form S-1

Notes to Financial Statements

 Note 11: 2015
Equity Incentive Plan and Stock-Based Compensation

 Incentive Stock Options and Nonqualified Stock Options, page F-28

1.
 Please revise your disclosures in the tables here and in your interim financial statements on page F-63 to present the fair values of your underlying common stock consistently

 United States Securities and Exchange Commission

May 26, 2020

 Page 2

with that presented in Exhibit A of your May 13, 2020 response to prior comment 4 of our June 6, 2019 letter. In this regard, it appears that your common stock fair values used to value
your option grants in 2019 ranged from $0.72 to $0.99 per share and not the $0.59 to $0.74 as disclosed on page F-28, and was $0.87 for the first quarter of 2020 not the $0.87 to $1.09 range as disclosed on
page F-63. Otherwise, tell us why it is appropriate to present the ranges you provide in these tables.

RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages
F-28 and F-64 to present the fair values of the Company’s underlying common stock consistently with the values presented in Exhibit A of the Company’s response
submitted in its letter dated May 13, 2020. On page F-28, the revised values of $0.72 to $0.99 per share ($5.15 to $7.08 per share on a post-reverse split basis) represent the high and low range of the
fair value of the Company’s common stock, which were derived from third-party common stock valuations performed in 2019 and utilized in the Black-Scholes option pricing model for grants during the year.

On Page F-64, the revised value of $0.72 per share ($5.15 per share on a post-reverse split basis) represents the fair
value of the Company’s common stock derived from a third-party valuation for grants made during the three months ended March 31, 2019. While the Company obtained a third-party valuation of its common stock as of March 31, 2019 of
$0.87 per share ($6.22 per share on a post-reverse split basis), there were no grants made during the quarter with this valuation.

 On Page F-64, the revised value of $0.87 per share ($6.22 per share on a post-reverse split basis) represents the fair value of the Company’s common stock derived from a third-party valuation for grants made during the
three months ended March 31, 2020. Specifically, stock option grants were made on March 31, 2020 at the common stock fair value of $0.87 per share ($6.22 per share on a post-reverse split basis). No other stock option grants were issued by
the Company during the three months ended March 31, 2020.

 The Company has assessed and validated that the Black-Scholes option pricing models and
derived stock compensation utilized accurate inputs in all periods. The Company has also confirmed that its stock-based compensation expense values were correct as originally disclosed in the Registration Statement. Accordingly, the Company has
revised its disclosure of the inputs utilized in its Black-Scholes option pricing models and has disclosed the revision in a footnote to the tabular disclosure of the Black-Scholes option pricing model inputs.

Item 15. Recent Sales of Unregistered Securities

(b) Grants and Exercises of Stock Options and Restricted Stock, page II-3

2.
 It appears that the 23,299,269 stock options you disclose as granted since January 1, 2017 improperly
includes your grants of 4,055,136 shares of restricted stock during this period. In this regard, the increase from the 19,244,133 option grants since January 1, 2017 as disclosed on page II-3 of your
previous draft registration statement submission is exactly 4,055,136 and it is apparent from Exhibit A to your May 13, 2020 response to prior comment 4 from or June 6, 2019 letter that you have not granted any additional

 United States Securities and Exchange Commission

May 26, 2020

 Page 3

stock options since your last submission. Please revise your disclosure to correct the number of option grants since January 1, 2017 or indicate that the 23.3 million amount includes
your restricted stock grants.

 RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that it has
revised page II-3 of the Registration Statement to exclude the shares of restricted stock from the disclosure of stock options on that page.

If you require additional information, please telephone the undersigned at (650) 752-3333.

Sincerely,

/s/ Deepa M. Rich

Deepa M. Rich

 Enclosures:

cc:
 Bernard Coulie, Pliant Therapeutics, Inc.

 Keith Cummings, Pliant Therapeutics, Inc.

 Hans Hull, Pliant Therapeutics, Inc.

 Sam Zucker, Goodwin Procter LLP

 James Xu, Goodwin Procter LLP

 Kristin VanderPas, Cooley LLP

United States securities and exchange commission logo
May 20, 2020
Bernard Coulie, M.D., Ph.D.
Chief Executive Officer
Pliant Therapeutics, Inc.
260 Littlefield Avenue
South San Francisco, CA 94080
Re:Pliant Therapeutics, Inc.
Registration Statement on Form S-1
Filed May 11, 2020
File No. 333-238146
Dear Dr. Coulie:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
Notes to Financial Statements
Note 11: 2015 Equity Incentive Plan and Stock-Based Compensation
Incentive Stock Options and Nonqualified Stock Options, page F-28
1.Please revise your disclosures in the tables here and in your interim financial statements
on page F-63 to present the fair values of your underlying common stock consistently with
that presented in Exhibit A of your May 13, 2020 response to prior comment 4 of our June
6, 2019 letter.  In this regard, it appears that your common stock fair values used to value
your option grants in 2019 ranged from $0.72 to $0.99 per share and not the $0.59 to
$0.74 as disclosed on page F-28, and was $0.87 for the first quarter of 2020 not the $0.87
to $1.09 range as disclosed on page F-63.  Otherwise, tell us why it is appropriate to
present the ranges you provide in these tables.

 FirstName LastNameBernard Coulie, M.D., Ph.D.
 Comapany NamePliant Therapeutics, Inc.
 May 20, 2020 Page 2
 FirstName LastName
Bernard Coulie, M.D., Ph.D.
Pliant Therapeutics, Inc.
May 20, 2020
Page 2
Item 15. Recent Sales of Unregistered Securities
(b) Grants and Exercises of Stock Options and Restricted Stock, page II-3
2.It appears that the 23,299,269 stock options you disclose as granted since January 1, 2017
improperly includes your grants of 4,055,136 shares of restricted stock during this period.
In this regard, the increase from the 19,244,133 option grants since January 1, 2017 as
disclosed on page II-3 of your previous draft registration statement submission is exactly
4,055,136 and it is apparent from Exhibit A to your May 13, 2020 response to prior
comment 4 from or June 6, 2019 letter that you have not granted any additional stock
options since your last submission.  Please revise your disclosure to correct the number of
option grants since January 1, 2017 or indicate that the 23.3 million amount includes your
restricted stock grants.
            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.
            You may contact Mark Brunhofer at 202-551-3638 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 CONFIDENTIAL TREATMENT REQUESTED BY PLIANT THERAPEUTICS, INC.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

May 13, 2020

 VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

 Office of Healthcare
and Insurance

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Don Field

 Justin Dobbie

Re:
 Pliant Therapeutics, Inc.

 Registration Statement on Form S-1

 File No. 333-238146

 CIK No. 0001746473

Ladies and Gentlemen:

 On behalf of Pliant Therapeutics, Inc.
(the “Company”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated June 6, 2019 (the “Original
Comment Letter”) relating to the Company’s Registration Statement on Form S-1, originally confidentially submitted to the Commission on May 10, 2019, resubmitted to the Commission on
June 20, 2019, July 17, 2019, March 13, 2020 and April 9, 2020 and subsequently filed by the Company with the Commission on May 11, 2020 (File No. 333-238146) (the
“Registration Statement”), we submit this supplemental letter to further address comment 4 of the Original Comment Letter.

 Because of
the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this

 May 13, 2020

 Page 2

letter. The Company has concurrently filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant
to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations.

 We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the offering, the Company will
file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, and the actual price range
to be included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

 The Company
expects to reflect a reverse stock split that the Company plans to implement prior to effectiveness of the Registration Statement (the “Stock Split”) in a pre-effective amendment to the
Registration Statement that includes the estimated Preliminary Price Range (as defined below); however, all dollar amounts and per share amounts in this letter are pre-Stock Split, and therefore, consistent
with the Registration Statement.

 The Company respectfully requests that the bracketed information contained in this letter be treated as confidential
information pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.83, and that the Commission provide timely notice to Bernard Coulie, Chief Executive Officer, Pliant Therapeutics, Inc., 260 Littlefield Avenue, South San Francisco,
CA 94080, before it permits any disclosure of the bracketed information in this letter.

 For the convenience of the Staff, we have recited the prior
comment from the Staff in the Original Comment Letter in italicized type and have followed the comment with the Company’s response.

4.
 Once you have an estimated offering price or range, please explain to us how you determined the fair value
of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of
your accounting for equity issuances including stock compensation and beneficial conversion features.

 The Company respectfully
submits the below additional information to assist the Staff in its review of the Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the
differences between the recent valuation of its common stock and the estimated offering price for its initial public offering (“IPO”).

CONFIDENTIAL TREATMENT REQUESTED BY PLIANT THERAPEUTICS, INC.

 May 13, 2020

 Page 3

 Preliminary IPO Price Range

The Company advises the Staff that it estimates a preliminary price range of approximately $[***] to $[***] per share (the “Preliminary Price
Range”) for its IPO before giving effect to the Stock Split, resulting in a midpoint of the Preliminary Price Range of $[***] per share (the “Midpoint Price”). This Preliminary Price Range is based on a number of factors,
including the prevailing market conditions, the Company’s financial condition and prospects, estimates of the Company’s business potential and prospects for the Company and the industry in which it operates, the general condition of the
securities market, the recent market prices of, and the demand for, publicly-traded common stock of generally comparable companies, the Company’s clinical development progress and preliminary discussions with the underwriters for the IPO
regarding potential valuations of the Company. The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the parameters of a bona fide
price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that, barring significant unforeseen events, the foregoing Preliminary Price Range will
not be subject to significant change.

 Determining the Fair Value of Common Stock Prior to the IPO

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been determined in the
following manner. The Company’s management, working together with a third-party valuation firm, arrives at the Company’s common stock fair value as of the measurement date that is considered in setting the exercise price and date for the
period’s stock option grants. Management then completes a review of the common stock valuation report with its third-party valuation firm. The Company’s Board of directors (the “Board”) then reviews the common stock
valuation report and the analysis contained therein for purposes of making stock option grants and setting the exercise prices thereof. In its review, the Board takes into consideration the Company’s most recent third-party valuations of its
common stock and the Board’s assessment of additional objective and subjective factors that it believes are relevant and which may have changed from the date of the most recent third-party valuation through the date of the applicable grant.

 In the Registration Statement, the Company’s disclosed third-party valuations of its common stock were prepared as of January 31, 2019,
March 31, 2019, June 30, 2019, September 30, 2019, October 17, 2019, December 19, 2019, February 28, 2020 and March 20, 2020. These third-party valuations were performed in accordance with the guidance outlined in
the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of

CONFIDENTIAL TREATMENT REQUESTED BY PLIANT THERAPEUTICS, INC.

 May 13, 2020

 Page 4

Privately-Held-Company Equity Securities Issued as Compensation, and were prepared using the Hybrid approach, which is a combination of methodologies of the Cost, Income and Market
Approaches resulting the application of a probability-weighted expected return method or “PWERM” (methodology based on the forecasted future economic performance of a company) and the application of an option pricing back solve method or
“OPM” (methodology applies an option pricing model factors and recent prices used in Company’s share issuances to arrive at a common stock fair value).

The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at
which the allocation among the various holders of a company’s securities changes. Lastly, a discount for lack of marketability (“DLOM”) on the common stock is then applied to arrive at an indication of value for the common stock on non-marketable basis.

 On the other hand, the PWERM is a scenario-based methodology that estimates the fair value of
common stock based upon an analysis of future values for the company assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes
available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an
indication of value for the common stock on non-marketable basis after applying DLOM on common stock value.

 The
Company’s most recent third-party valuations, which do not reflect the anticipated Stock Split and were used by the Board to determine the fair value of the Company’s common stock as of the grant date of each option award in 2019 and 2020,
considered a combination of the following two future-event scenarios: an IPO scenario (occurring in the short-, mid- and long-term) and non-IPO scenario (estimated using
the OPM). The equity value of the Company in the IPO scenarios and the non-IPO scenarios was determined using market approaches. The IPO scenario assumed that all shares of preferred stock would convert into
shares of common stock and would no longer have the liquidation preferences and preferential rights attributable to the preferred stock as compared to the common stock prior to the IPO. Each valuation probability-weighted the future-event scenarios
based on the Company’s assessment of its development pipeline and market conditions at that time.

CONFIDENTIAL TREATMENT REQUESTED BY PLIANT THERAPEUTICS, INC.

 May 13, 2020

 Page 5

For each of the IPO scenarios and the non-IPO scenarios, the Company then applied a DLOM, each determined by a put option analysis that considered the
timing of each future-event scenario. Key assumptions used by the Company in its most recent valuations, and the resulting indicated fair value of common stock, were as follows:

IPO Scenario
(Short-term)

IPO Scenario
(Mid-term)

IPO Scenario
(Long-term)

Non-IPO Scenario

 Valuation Date

Probability
Weighting

DLOM

Probability
Weighting

DLOM

Probability
Weighting

DLOM

Probability
Weighting

DLOM

Indicated Fair
Value per
Share of
Common Stock

January 31, 2019

30.0%

15.0%

N/A

N/A

5%

27.5%

65.0%

38.5%

$0.72

March 31, 2019

40.0%

15.0%

N/A

N/A

10.0%

26.5%

50.0%

37.5%

$0.87

June 30, 2019

10.0%

15.0%

25.0%

15.0%

15.0%

28.5%

50.0%

35.0%

$0.99

September 30, 2019

20.0%

15.0%

N/A

N/A

30.0%

30.0%

50.0%

35.0%

$0.99

October 17, 2019

15.0%

15.0%

N/A

N/A

35.0%

30.0%

50.0%

36.0%

$0.99

December 19, 2019

20.0%

10.0%

N/A

N/A

40.0%

30.0%

40.0%

36.0%

$0.99

February 28, 2020

30.0%

10.0%

N/A

N/A

40.0%

30.0%

40.0%

35.0%

$1.09

March 20, 2020

10.0%

10.0%

30.0%

26.0%

30.0%

33.0%

30.0%

36.0%

$0.87

 For the Staff’s convenience, a table summarizing stock options granted between January 31, 2019 and the date hereof,
which table reflects the issuance of options to purchase shares of common stock granted by the Company, is attached hereto as Exhibit A.

March 31, 2019 Valuation

 The Board relied, in part,
on the results of the March 31, 2019 valuation in its determination of the fair value of common stock of $0.87 per share when the Board granted options to employees as of May 9, 2019 and June 20, 2019. In March 2019, the Company
performed a valuation to arrive at the fair value of its common stock as of March 31, 2019 with the assistance of a third-party valuation firm. The valuation model used the hybrid method approach and assigned a short-term IPO probability at
40.0%, no probability weighted to a mid-term IPO; a long-term IPO probability of 10.0% and the probability of a non-IPO scenario at 50.0%. The increase in the fair value
of the common stock from the January 31, 2019 to the March 31, 2019 valuation was driven principally by (i) a potential IPO exit, including the fact that the Company’s initial IPO preparations were in process; and (ii) the
Company had successfully completed dosing of multiple cohorts of healthy volunteers in the Phase 1a trial of its lead candidate PLN-74809 and the Company had observed that
PLN-74809 appeared to be well absorbed and well tolerated in these volunteers, which is a key objective in Phase 1 testing. Discounts for lack of marketability were then applied as described in the table
above.

 CONFIDENTIAL TREATMENT REQUESTED BY
PLIANT THERAPEUTICS, INC.

 May 13, 2020

 Page 6

 June 30, 2019 Valuation

The Board relied, in part, on the results of the June 30, 2019 valuation in its determination of the fair value of common stock of $0.99 per share when
the Board granted options to employees on August 29, 2019. In June 2019, the Company performed a valuation to arrive at the fair value of its common stock as of June 30, 2019, with the assistance of a third-party valuation firm. The
valuation model used the hybrid method approach and assigned a short-term IPO probability at 10.0%, mid-term IPO probability at 25.0%; a long-term IPO probability of 15.0% and the probability of a non-IPO scenario at 50.0%. The increase in the fair value of the common stock from the Mach 31, 2019 to the June 30, 2019 valuation was driven principally by (i) the fact that the Company’s IPO
organizational meeting with its management, underwriters and advisers was held; (ii) the fact that the Company confidentially submitted the first draft registration statement on Form S-1 to the Commission
on May 10, 2019; and (iii) the Company had publicly announced positive results from Phase 1a and Phase 1b trials of its lead candidate PLN-74809, and was close to agreeing to terms around a potential
partnership of its secondary candidate PLN-1474. Discounts for lack of marketability were then applied as described in the table above.

September 30, 2019 Valuation

 No options were
granted using this valuation.

 October 17, 2019 Valuation

The Board relied, in part, on the results of the October 17, 2019 valuation in its determination of the fair value of common stock of $0.99 per share when
the Board granted options to employees on December 5, 2019. In October 2019, the Company performed a valuation to arrive at the fair value of its common stock as of October 17, 2019, with the assistance of a third-party valuation firm. The
valuation model used the hybrid method approach and weighted a short-term IPO probability at 15%, no probability weighted to a mid-term IPO; a long-term IPO probability of 35% and the probability of a non-IPO scenario at 50.0%. Factors considered in the October 17, 2019 valuation included a delay in the Company’s next preferred stock financing due to ongoing partnership negotiations (which was
ultimately completed in late 2019 through early 2020), and the expectation that such additional private financing would need to be executed in the near term, thus likely postponing any eventual IPO and thereby decreasing the short-term IPO
probability. Discounts for lack of marketability were then applied as described

CORRESP
1
filename1.htm

CORRESP

Goodwin Procter LLP
 Three Embarcadero Center,

28th Floor

 San Francisco, CA 94111

 goodwinlaw.com

+1 415 733 6000

 May 8, 2020

VIA EDGAR AND FEDERAL EXPRESS

 Office of Life
Sciences

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

Attn:
 Donald Field

Justin Dobbie

Re:

 Pliant Therapeutics, Inc.

Amendment No. 4 to

 Draft Registration Statement on Form
S-1

 Submitted April 10, 2020

 CIK No.
0001746473

 Ladies and Gentlemen:

This letter is being submitted on behalf of Pliant Therapeutics, Inc. (the “Company”) in response to comments contained in the
letter dated April 24, 2020 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Bernard Coulie, Chief Executive Officer of the Company, with
respect to the Company’s confidential submission of Amendment No. 4 to the Draft Registration Statement on Form S-1 that was submitted on April 10, 2020. The Company is concurrently publicly filing the Registration Statement on Form S-1 (the
“Registration Statement”), including changes in response to the Staff’s comments.

 The responses set forth below
have been organized in the same manner in which the Staff’s comments were organized and all page references in the Company’s responses are to the Registration Statement. Two copies of this letter and the marked Registration Statement will
be provided to Donald Field of the Commission.

 License Agreements

Novartis Collaboration and License Agreement, page 141

1.
 We note your disclosure in the fifth paragraph that Novartis will pay you certain specified target
validation fees for each target candidate that achieves target validation and is deemed a research target. Please revise to provide a general range for such fees.

 United States Securities and Exchange Commission

May 8, 2020

  Page
 2

 RESPONSE: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 151 of the Registration Statement to reflect that the specified target validation fee will be $4.0 million for each candidate target under this agreement.

2.
 We note your disclosure in the seventh paragraph that Novartis will pay you tiered royalties, on a
product-by-product basis, based on annual nets sales of products at percentages ranging from high-single digits to low-double digits of the applicable licensed products. Please revise your description of the royalty rates to provide a range that
does not exceed ten percent (e.g., between twenty and thirty percent).

 RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 151 of the Registration Statement to reflect that the royalty amounts will be based on percentages ranging from high-single digits to the low teens.

Description of Capital Stock

 Exclusive
forum, page 189

3.
 We note that this section discusses an exclusive forum provision in your bylaws. We also note that your
certificate of incorporation filed as Exhibit 3.1 contains an exclusive forum provision which differs from the disclosure in this section. Please reconcile your exclusive forum disclosure in this section and the risk factor on page 68 with your
organizational documents which will be in effect prior to the offering. Please also note that we may have additional comments once we review Exhibits 3.2 and 3.4.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the disclosure in this section refers to the
Company’s amended and restated bylaws to be adopted in connection with the offering that will be in effect immediately prior to the completion of the offering. The Company advises the Staff that the Company’s amended and restated
certificate of incorporation to be adopted in connection with the offering that will be in effect immediately prior to the completion of the offering does not contain an exclusive forum provision. The Company has revised the disclosure on
page 200 of the Registration Statement to reflect that the exclusive forum provision is found in such amended and restated bylaws and will also file such bylaws and its amended and restated certificate of incorporation as exhibits to the
Registration Statement.

 *        *        *

 2

 United States Securities and Exchange Commission

May 8, 2020

  Page
 3

 If you require
additional information, please telephone the undersigned at (650) 752-3333.

Sincerely,

/s/ Deepa M. Rich

Deepa M. Rich

 Enclosures:

cc:

 Bernard Coulie, Pliant Therapeutics, Inc.

Keith Cummings, Pliant Therapeutics, Inc.

 Hans Hull,
Pliant Therapeutics, Inc.

 Sam Zucker, Goodwin Procter LLP

James Xu, Goodwin Procter LLP

 Kristin VanderPas,
Cooley LLP

 3

April 24, 2020
Bernard Coulie, M.D., Ph.D.
Chief Executive Officer
Pliant Therapeutics, Inc.
260 Littlefield Avenue
South San Francisco, CA 94080
Re:Pliant Therapeutics, Inc.
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted April 10, 2020
CIK No. 0001746473
Dear Dr. Coulie:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form S-1
License Agreements
Novartis Collaboration and License Agreement, page 141
1.We note your disclosure in the fifth paragraph that Novartis will pay you certain specified
target validation fees for each target candidate that achieves target validation and is
deemed a research target.  Please revise to provide a general range for such fees.
2.We note your disclosure in the seventh paragraph that Novartis will pay you tiered
royalties, on a product-by-product basis, based on annual nets sales of products at
percentages ranging from high-single digits to low-double digits of the applicable licensed
products.  Please revise your description of the royalty rates to provide a range that does

 FirstName LastNameBernard Coulie, M.D., Ph.D.
 Comapany NamePliant Therapeutics, Inc.
 April 24, 2020 Page 2
 FirstName LastName
Bernard Coulie, M.D., Ph.D.
Pliant Therapeutics, Inc.
April 24, 2020
Page 2
not exceed ten percent (e.g., between twenty and thirty percent).
Description of Capital Stock
Exclusive forum, page 189
3.We note that this section discusses an exclusive forum provision in your bylaws.  We also
note that your certificate of incorporation filed as Exhibit 3.1 contains an exclusive forum
provision which differs from the disclosure in this section.  Please reconcile your
exclusive forum disclosure in this section and the risk factor on page 68 with your
organizational documents which will be in effect prior to the offering.  Please also note
that we may have additional comments once we review Exhibits 3.2 and 3.4.
            You may contact Mark Brunhofer at 202-551-3638 or Sharon Blume at 202-551-3474
if you have questions regarding comments on the financial statements and related matters.
Please contact Donald Field at 202-551-3680 or Justin Dobbie at 202-551-3469 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

March 26, 2020
Bernard Coulie, M.D., Ph.D.
Chief Executive Officer
Pliant Therapeutics, Inc.
260 Littlefield Avenue
South San Francisco, CA 94080
Re:Pliant Therapeutics, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted March 16, 2020
CIK No. 0001746473
Dear Dr. Coulie:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note that you added up to three early stage targets for various unidentified indications
to your pipeline table.  We also note that the only other discussion of these targets in the
prospectus is limited to the terms of your agreement with Novartis for a three year
research program.  As such, please tell us why you believe it is appropriate to include
these unidentified research program targets in your pipeline table or remove them from the
table.

 FirstName LastNameBernard Coulie, M.D., Ph.D.
 Comapany NamePliant Therapeutics, Inc.
 March 26, 2020 Page 2
 FirstName LastName
Bernard Coulie, M.D., Ph.D.
Pliant Therapeutics, Inc.
March 26, 2020
Page 2

Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 80
2.In the second paragraph you disclose that you expect to receive $33.0 million in research
and development funding and are eligible to receive development, regulatory and
commercial milestones of up to $416.0 million under your Collaboration and License
Agreement with Novartis.  Please reconcile for us the following apparent discrepancies
with other disclosures in your filing and revise your disclosures accordingly:
•In the penultimate paragraph on page F-19 in Note 6 you disclose that the transaction
price at inception of this agreement includes only $19.6 million of variable
consideration in the form of research and development funding when it appears that
you expect to receive $33.0 million.
•In the sixth paragraph on page 140 in Business you disclose the existence of up to
$200.0 million in development and commercialization milestones for the licensed
products and up to $68.0 million for the research targets.  This disclosure is silent
on regulatory milestones and it is unclear whether such milestones represent the
apparent $148.0 million difference.
Item 15. Recent Sales of Unregistered Securities
(b) Grants and Exercises of Stock Options and Restricted Stock, page II-3
3.You disclose the granting of 14,181,083 stock options and 4,055,136 shares of restricted
stock since January 1, 2017.  It appears that the 14.2 million amount disclosed as stock
option grants may include your restricted grants.  In this regard it appears that when
subtracting the option grants as disclosed on page F-28 from the 14.2 million amount the
exact number of restricted share grants remains.  If so, please revise your disclosure to
clarify that the 14.2 million amount includes restricted stock grants.  If not, please revise
your subsequent events disclosure to include the option grants in 2020 and ensure you
address those grants in your response to prior comment 4 from our June 6, 2019 letter.
            You may contact Mark Brunhofer at 202-551-3638 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

June 28, 2019
Bernard Coulie
Chief Executive Officer
Pliant Therapeutics, Inc.
260 Littlefield Avenue
South San Francisco, CA 94080
Re:Pliant Therapeutics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 20, 2019
CIK No. 0001746473
Dear Dr. Coulie:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the Years Ended December 31, 2017 and 2018
Research and Development, page 80
1.Refer to our prior comment 3.  Please revise to quantify, for each period presented, your
research and development expenses by the types of costs you disclosed on pages 78 and
79.

 FirstName LastNameBernard Coulie
 Comapany NamePliant Therapeutics, Inc.
 June 28, 2019 Page 2
 FirstName LastName
Bernard Coulie
Pliant Therapeutics, Inc.
June 28, 2019
Page 2
Licensed IP, page 130
2.We note your response to our prior comment 8 and reissue in part.  Please revise your
disclosure in this section to clarify the extent to which you are or expect to utilize these
licensed patent families in your business.  Also, to the extent you believe you are not
required to file the license agreement with the Regents of the University of California as
an exhibit to your registration statement, please confirm that the company does not
currently or expect to depend on the license to a material extent.  Refer to Item
601(b)(10)(ii)(B) of Regulation S-K.
Exhibits and Financial Statement Schedules, page II-3
3.We note your response to our prior comment 13 and reissue in part.  Please file the
Adimab Collaboration Agreement or, alternatively, provide us with your analysis why this
is not required.
            You may contact Andi Carpenter at 202-551-3645 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

June 6, 2019
Bernard Coulie
Chief Executive Officer
Pliant Therapeutics, Inc.
260 Littlefield Avenue
South San Francisco, CA 94080
Re:Pliant Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted May 10, 2019
CIK No. 0001746473
Dear Dr. Coulie:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Implications of Being an Emerging Growth Company, page 5
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameBernard Coulie
 Comapany NamePliant Therapeutics, Inc.
 June 6, 2019 Page 2
 FirstName LastNameBernard Coulie
Pliant Therapeutics, Inc.
June 6, 2019
Page 2
Use of Proceeds, page 68
2.Please revise to clarify for each of your product candidates how far into clinical
development you expect the proceeds to last.  Please also tell us whether the payment
required to be made to UCSF pursuant to your license agreement with them upon the
closing of the offering, as discussed on page 62, will be made from the offering proceeds.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the Years Ended December 31, 2017 and 2018
Research and Development, page 79
3.We note from your Overview on page 1 that you are developing products and services in
both clinical and preclinical stages, including PLN-74809 and PLN-1474. Please revise to
quantify your research and development expenses by product candidate. If you do not
keep track of such costs by product candidate, disclose that fact and the costs incurred by
the types of costs classified as research and development.
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 83
4.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price.  This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features.
Our Pipeline, page 88
5.Please revise your disclosure on page 89 to discuss the material terms and conditions of
your collaboration arrangements with Stanford University and the University of
California, San Francisco.  If required, please also file these agreements as exhibits to the
registration statement.
Our Strategy, page 90
6.Given your early stage in clinical development, please tell us the basis for your belief
that PLN-74809 will be "best-in-class." Alternatively, please revise this reference.
Idiopathic pulmonary fibrosis background, page 97
7.Please provide us with the basis for your statements in this section regarding the safety,
efficacy and performance of the two therapies that have been approved by the FDA to
treat IPF.

 FirstName LastNameBernard Coulie
 Comapany NamePliant Therapeutics, Inc.
 June 6, 2019 Page 3
 FirstName LastNameBernard Coulie
Pliant Therapeutics, Inc.
June 6, 2019
Page 3
License Agreements, page 128
8.The notes to your audited financial statements disclose a license agreement with the
Regents of the University of California.  Please revise this section to summarize the
material terms and conditions of this license or advise why such agreement is no longer
material to the company.
Adimab Collaboration Agreement, page 128
9.Please refer to the fourth paragraph and the associated payments.  Please revise to disclose
a general range of the payment amounts or, alternatively, advise why such payments are
not material.
Consulting or research agreements with related parties, page 161
10.Please revise to discuss the material terms and conditions of this arrangement in greater
detail, including, for example, the nature of the consulting services provided and whether
the services are provided pursuant to a written agreement.
Exclusive forum, page 171
11.We note on page 63 that you state that this provision will be in the company's amended
and restated by-laws and here that it will be in the company's certificate of incorporation.
Please reconcile.
Part II, page II-1
12.Please revise to include the undertakings required by Item 512 of Regulation S-K.  In this
regard, we note that you have not addressed Item 17 of Form S-1.
Exhibits and Financial Statement Schedules, page II-3
13.Please revise to include your material license agreements in the exhibit index.
General
14.Please provide us mockups of any pages that include any additional pictures or graphics to
be presented, including any accompanying captions.  Please keep in mind, in scheduling
your printing and distribution of the preliminary prospectus, that we may have comments
after our review of these materials.

 FirstName LastNameBernard Coulie
 Comapany NamePliant Therapeutics, Inc.
 June 6, 2019 Page 4
 FirstName LastName
Bernard Coulie
Pliant Therapeutics, Inc.
June 6, 2019
Page 4
            You may contact Andi Carpenter at 202-551-3645 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance