VIA EDGAR
April 29, 2019
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention: Tonya K. Aldave
Re: | Magenta Therapeutics, Inc. |
Acceleration Request for Registration Statement on Form S-1
File No. 333-231097
Dear Ms. Aldave:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, as representatives of the several underwriters, (the Underwriters) hereby join in the request of Magenta Therapeutics, Inc. (the Company) for acceleration of the effective date of the above-referenced Registration Statement so that it becomes effective on May 1, 2019 at 4:00 p.m. Eastern Time or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Procter LLP, may orally request by telephone call that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, the Underwriters wish to advise you that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as representatives of the several underwriters, have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature pages as follows]
Accepted: As of the date first written above | ||
J.P. MORGAN SECURITIES LLC | ||
GOLDMAN SACHS & CO. LLC | ||
COWEN AND COMPANY, LLC | ||
For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. | ||
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ David Ke | |
Name: David Ke | ||
Title: Executive Director | ||
GOLDMAN SACHS & CO. LLC | ||
By: | /s/ Elizabeth Wood | |
Name: Elizabeth Wood | ||
Title: Managing Director | ||
COWEN AND COMPANY, LLC | ||
By: | /s/ George Milstein | |
Name: George Milstein | ||
Title: Managing Director |
[Signature Page to Acceleration Request]