SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Third Rock Ventures III, L.P.

(Last) (First) (Middle)
C/O THIRD ROCK VENTURES, LLC,
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PLIANT THERAPEUTICS, INC. [ PLRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/05/2020 C 5,559,440(1) A (2) 5,839,160 D(3)(4)(8)
Common Stock 06/05/2020 C 2,132,867(5) A (2) 2,132,867 I See Footnotes(6)(7)(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (2) 06/05/2020 C 39,750,000 (2) (2) Common Stock 5,559,440 $0.00 0 D(3)(4)(8)
Series A Preferred Stock (2) 06/05/2020 C 15,250,000 (2) (2) Common Stock 2,132,867 $0.00 0 I See Footnotes(6)(7)(8)
1. Name and Address of Reporting Person*
Third Rock Ventures III, L.P.

(Last) (First) (Middle)
C/O THIRD ROCK VENTURES, LLC,
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Third Rock Ventures GP III, L.P.

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TRV GP III, LLC

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LEVIN MARK J

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STARR KEVIN P

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TEPPER ROBERT I

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Third Rock Ventures IV, L.P.

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Third Rock Ventures GP IV, L.P.

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TRV GP IV, LLC

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. Represents the total number of shares of Common Stock received by Third Rock Ventures III, L.P. ("TRV III") upon conversion of the preferred stock of the Issuer in connection with the closing of the Issuer's initial public offering.
2. The Series A Preferred Stock converted into Common Stock on a 7.15-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series A Preferred Stock had no expiration date.
3. These shares are directly held by TRV III.
4. The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
5. Represents the total number of shares of Common Stock received by Third Rock Ventures IV, L.P. ("TRV IV") upon conversion of the preferred stock of the Issuer in connection with the closing of the Issuer's initial public offering.
6. These shares are directly held by Third Rock Ventures IV.
7. The general partner of TRV IV is Third Rock Ventures GP IV, L.P. ("TRV GP IV"). The general partner of TRV GP IV is TRV GP IV, LLC ("TRV GP IV LLC"). Each of TRV GP IV and TRV GP IV LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
8. Each of Reporting Persons disclaims the existence of a Section 13(d) "group" as between the TRV III related parties and the TRV IV related parties and this report shall not be deemed an admission that any of such parties is or may be part of such a group with any of the other parties.
Remarks:
/s/ Kevin Gillis, Chief Operating Officer of TRV GP III, LLC, general partner of Third Rock Ventures GP III, L.P., general partner of Third Rock Ventures III, L.P. 06/09/2020
/s/ Kevin Gillis, Chief Operating Officer of TRV GP III, LLC, general partner of Third Rock Ventures GP III, L.P. 06/09/2020
/s/ Kevin Gillis, Chief Operating Officer of TRV GP III, LLC 06/09/2020
/s/ Kevin Gillis by power of attorney for Mark Levin 06/09/2020
/s/ Kevin Gillis by power of attorney for Kevin Starr 06/09/2020
/s/ Kevin Gillis by power of attorney for Robert Tepper 06/09/2020
/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC, general partner of Third Rock Ventures GP IV, L.P., general partner of Third Rock Ventures IV, L.P. 06/09/2020
/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC, general partner of Third Rock Ventures GP IV, L.P. 06/09/2020
/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC 06/09/2020
** Signature of Reporting Person Date
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