February 25, 2020
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ada Sarmento
Joseph McCann
Tara Harkins
Terence O’Brien
Re: Passage Bio, Inc.
Registration Statement on Form S-1 (File No. 333-236214)
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that as of the date hereof, approximately 1,855 copies of the Preliminary Prospectus dated February 18, 2020 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on February 27, 2020 or as soon thereafter as practicable.
[Signature page follows]
Very truly yours, |
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J.P. MORGAN SECURITIES LLC |
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GOLDMAN SACHS & CO. LLC |
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COWEN AND COMPANY, LLC |
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As representatives of the Underwriters |
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J.P. MORGAN SECURITIES LLC |
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By: | /s/ David Ke |
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| Name: | David Ke |
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| Title: | Executive Director |
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GOLDMAN SACHS & CO. LLC |
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By: | /s/ Charles Park |
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| Name: | Charles Park |
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| Title: | Managing Director |
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COWEN AND COMPANY, LLC |
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By: | /s/ David Bohn |
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| Name: | David Bohn |
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| Title: | Managing Director |
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[Signature Page to Passage Bio, Inc. Acceleration Request]