UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


    DIVISION OF
CORPORATION FINANCE


                                                                     August 12,
2019
Joseph F. Lawler
JFL Partners Fund LP
2110 Ranch Road 620 S, #341732
Lakeway, Texas 78734

        Re:     Merrimack Pharmaceuticals, Inc.
                PREC14A preliminary proxy statement filing made on Schedule 14A
                Filed on August 6, 2019 by JFL Partners Fund LP, et al.
                File No. 001-35409

Dear Mr. Lawler,

        We have reviewed the above-captioned filing, and have the following
comments. Some
of our comments may ask for additional information so that we may better
understand the disclosure.

        Please respond to this letter by amending the filing and/or by
providing the requested
information. If you do not believe our comments apply to your facts and
circumstances, and/or do
not believe an amendment is appropriate, please tell us why in a written
response.

        After reviewing any amendment to the filing and any information
provided in response to
these comments, we may have additional comments.

Schedule 14A

Important, page 3

1. Please advise us of the legal basis upon which the participants have relied
to conclude that
   persons other than brokers, such as banks, trustees and other holders of
record, may be
   ineligible to vote shares in the absence of instructions timely transmitted
by beneficial
   owners. Alternatively, please revise to remove the implication that banks
and other holders
   of record might not be able to vote shares held on behalf of beneficial
owners absent
   instructions from beneficial owners. See Item 21(b) of Schedule 14A.

Proposal One: Election of Directors, page 12

2. Given that the solicitation in opposition, if commenced, could result in a
majority or more of
   directors being elected who were not nominated by the registrant, please
revise to describe
   whether or not the election of a majority of such nominees would constitute
a change in
   control within the meaning of the term as it used within any of the
registrant's governing
   documents, including any compensation arrangements. Please summarize the
economic
   impact, if any, that would result if a change in control were to occur by
virtue of the election
   of a majority or more of directors not nominated by the registrant (as
defined in Rule 14a-1).
 Joseph F. Lawler
JFL Partners Fund LP
August 12, 2019
Page 2

Important, page II-2

3. Please refer to the following statement: "If any of your shares of Common
Stock are held in
   the name of a brokerage firm, bank, bank nominee or other institution, only
it can vote such
   shares of Common Stock and only upon receipt of your specific instructions."
Please advise
   us of the legal basis upon which the participants relied to conclude that a
bank, bank nominee
   or other institution would be permitted to vote only upon the receipt of
instructions.
   Alternatively, please revise to clarify why banks, bank nominees and other
institutions would
   be treated as indistinguishable from brokers and to separately reconcile
whether a vote by
   any bank, bank nominee, or other institution, if allowed without specific
instructions, would
   be counted as a broker non-vote. Please refer to Item 21(b) of Schedule 14A.

       We remind you that the participants are responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

        You may contact me at (202) 551-3266 with any questions.


                                                           Sincerely,

                                                           /s/ Nicholas P.
Panos

                                                           Nicholas P. Panos
                                                           Senior Special
Counsel
                                                           Office of Mergers &
Acquisitions
cc:   Steve Wolosky, Esq.
Ryan Nebel, Esq.