June 18, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: | Magenta Therapeutics, Inc. |
Registration Statement on Form S-1 (File No. 333-225178)
Ladies and Gentlemen:
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. with respect to the effective time of the above-referenced Registration Statement so that it will become effective June 20, 2018, at 3:00 p.m. Eastern Time, or as soon thereafter as practicable.
In connection with this acceleration request and pursuant to Rule 460 under the Act, please be advised that, during the period from June 8, 2018 to the date of this letter, we have effected approximately the following distribution of copies of the preliminary prospectus, dated June 8, 2018, to underwriters, dealers, institutions, and others:
Requesting Party |
Number of Copies | |
J.P. Morgan Securities LLC |
1,580 | |
Goldman Sachs & Co. LLC |
40 | |
Cowen and Company, LLC |
137 | |
Wedbush Securities Inc. |
145 |
We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
J.P. MORGAN SECURITIES LLC GOLDMAN SACHS & CO. LLC COWEN AND COMPANY, LLC
on behalf of themselves and as representatives of the Underwriters
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ David Ke | |
Name: Title: |
David Ke Executive Director |
GOLDMAN SACHS & CO. LLC | ||
By: | /s/ Raffael Fiumara | |
Name: Title: |
Raffael Fiumara Vice President |
COWEN AND COMPANY, LLC | ||
By: | /s/ Bill Follis | |
Name: Title: |
Bill Follis Managing Director |
[Signature Page to Underwriters Acceleration Request Letter]