April 10, 2017
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4546
Washington, D.C. 20549-3628
Attn: | Ms. Suzanne Hayes |
Re: | Tocagen Inc. (the “Company”) – Request for Acceleration |
Registration Statement on FormS-1 (File No. 333-216574)
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the Company’s proposed public offering of common shares, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m. Eastern Time on April 12, 2017, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have distributed approximately 870 copies of the Company’s Preliminary Prospectus dated April 3, 2017 through the date hereof to underwriters, dealers, institutions and others.
We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule15c2-8 of the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours, | ||||||
Leerink Partners LLC | ||||||
Evercore Group L.L.C. | ||||||
As representatives of the several Underwriters | ||||||
By: | Leerink Partners LLC | |||||
By: | /s/ Bryan Giraudo | |||||
Name: | Bryan Giraudo | |||||
Title: | Managing Director | |||||
By: | Evercore Group L.L.C. | |||||
By: | /s/ Jeffrey B. Rosichan | |||||
Name: | Jeffrey B. Rosichan | |||||
Title: | Senior Managing Director |
[Signature Page to Acceleration Request Letter]