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,
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MA 02215

(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)
11/29/2022
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 11/29/2022 J(1) 2,000,000 D (1) 1,839,160 D(2)
Common Stock 2,132,867 I See footnote(3)
Common Stock 229,504 D(4)
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
1. Name and Address of Reporting Person*
Third Rock Ventures III, L.P.

(Last) (First) (Middle)
C/O THIRD ROCK VENTURES, LLC,
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MA 02215

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

(Last) (First) (Middle)
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MA 02115

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

(Last) (First) (Middle)
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MA 02115

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

(Last) (First) (Middle)
201 BROOKLINE AVE, SUITE 1401

(Street)
BOSTON MA 02115

(City) (State) (Zip)
Explanation of Responses:
1. On November 29, 2022, Third Rock Ventures III, L.P. ("TRV III") distributed for no consideration, 2,000,000 shares of Common Stock of the Issuer (the "Shares") to its limited partners and to Third Rock Ventures GP III, L.P. ("TRV GP III"), the general partner of TRV III, representing each such partner's pro rata interest in such Shares. On the same date, TRV GP III distributed, for no consideration, the Shares it received in the distribution by TRV III to its partners, representing each such partner's pro rata interest in such Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
2. These shares are directly held by TRV III. The general partner of TRV III is TRV GP III. The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual manager of TRV GP III LLC is Dr. Robert Tepper ("Tepper"). Each of TRV GP III, TRV GP III LLC and Tepper disclaims beneficial ownership of the 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.
3. These shares are directly held by Third Rock Ventures IV, L.P. ("TRV IV"). 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 the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares. Each of the 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.
4. The shares are directly held by Tepper. Includes Shares received in the distributions described in footnote (1) above.
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. 12/01/2022
/s/ Kevin Gillis, Chief Operating Officer of TRV GP III, LLC, general partner of Third Rock Ventures GP III, L.P. 12/01/2022
/s/ Kevin Gillis, Chief Operating Officer of TRV GP III, LLC 12/01/2022
/s/ Kevin Gillis, by power of attorney for Dr. Robert Tepper 12/01/2022
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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