Sec Form 4 Filing - Exter Neil @ PLIANT THERAPEUTICS, INC. - 2020-06-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Exter Neil 2. Issuer Name and Ticker or Trading Symbol PLIANT THERAPEUTICS, INC. [ PLRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PLIANT THERAPEUTICS, INC., 260 LITTLEFIELD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2020 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 0 ( 1 ) A $ 0 ( 2 ) 0 ( 2 ) I See Footnote ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 6.22 ( 4 ) 03/31/2020 A 26,573 ( 4 ) ( 5 ) 03/30/2030 Common Stock 26,573 ( 4 ) $ 0 26,573 ( 4 ) D Series A Preferred Stock ( 6 ) 06/05/2020 C 0 ( 7 ) ( 6 ) ( 6 ) Common Stock 0 ( 1 ) $ 0 0 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Exter Neil C/O PLIANT THERAPEUTICS, INC. 260 LITTLEFIELD AVENUE SOUTH SAN FRANCISCO, CA94080 X Signatures /s/ Anthony Franks, attorney-in-fact 06/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Third Rock Ventures III ("TRV III") received 5,559,440 shares of the Issuer's Common Stock and Third Rock Ventures IV, L.P. ("TRV IV") received 2,132,867 shares of the Issuer's Common Stock, in each case issued upon conversion of the Series A Preferred Stock of the Issuer in connection with the closing of the Issuer's initial public offering. ( 2 )After the reported transaction, TRV III directly holds 5,839,160 shares of the Issuer's Common Stock and TRV IV directly holds 2,132,867 shares of the Issuer's Common Stock. ( 3 )The Reporting Person is a partner of each of Third Rock Ventures GP III, L.P. and Third Rock Ventures GP IV, L.P. which is the ultimate general partner of each of TRV III and TRV IV ("the Funds"), respectively. The Reporting Person disclaims beneficial ownership over the shares held by the Funds, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares. ( 4 )On May 22, 2020, the Issuer completed a one-for-7.15 reverse stock split of the Issuer's Common Stock. This amount has been adjusted to reflect this reverse stock split. ( 5 )1/12th of the shares subject to this option vest and become exercisable in substantially equal installments on the last date of each calendar quarter, with the first tranche vesting on June 30, 2020, subject to the Reporting Person's continuous service to the Issuer on each such date. ( 6 )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. ( 7 )Prior to the conversion, TRV III directly held 39,750,000 shares of the Issuer's Series A Preferred Stock and TRV IV directly held 15,250,000 shares of the Issuer's Series A Preferred Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.