Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Cowen and Company, LLC
599 Lexington Avenue, 27th Floor
New York, NY 10022
Piper Jaffray & Co.
800 Nicollet Mall, Suite #800
Minneapolis, MN 55402
June 29, 2015
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Ronald E. Alper |
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Re: | Natera, Inc. |
| Registration Statement on Form S-1 (File No. 333-204622) |
| Request for Acceleration of Effective Date |
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, hereby join in the request of Natera, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on July 1, 2015, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated June 22, 2015:
(i) Dates of distribution: June 22, 2015 through the date hereof
(ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 5
(iii) Number of prospectuses furnished to investors: approximately 2,450
(iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 25
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.
| Very truly yours, | ||
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| MORGAN STANLEY & CO. LLC | ||
| COWEN AND COMPANY, LLC | ||
| PIPER JAFFRAY & CO. | ||
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| Acting severally on behalf of themselves and the | ||
| several Underwriters | ||
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| MORGAN STANLEY & CO. LLC |
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| By: | /s/ David Lederman |
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| Name: David Lederman |
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| Title: Vice President |
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| COWEN AND COMPANY, LLC |
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| By: | /s/ George Milstein |
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| Name: George Milstein |
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| Title: Managing Director |
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| PIPER JAFFRAY & CO. |
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| By: | /s/ Steve Mah |
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| Name: Steve Mah |
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| Title: Principal |
[Signature Page to Underwriters’ Acceleration Request]