| September 16, 2013 |
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeffrey P. Riedler
Matthew Jones
Re: Acceleron Pharma Inc.
Registration Statement on Form S-1
File No. 333-190417
Dear Messrs. Riedler and Jones:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join in the request of Acceleron Pharma Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on September 18, 2013 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 1,568 copies of the Preliminary Prospectus dated September 6, 2013 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the undersigned, as the Representatives of the underwriters, have confirmed that they have complied with and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Citigroup Global Markets Inc. |
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Leerink Swann LLC |
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As Representatives of the several Underwriters |
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By: Citigroup Global Markets Inc. |
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By: | /s/ Kristian F. Humer |
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| Name: Kristian F. Humer |
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| Title: Vice President |
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By: Leerink Swann LLC |
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By: | /s/ Jon Civitarese |
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| Name: Jon Civitarese |
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| Title: Director |
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