CORRESP 1 filename1.htm

 

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,

 

 

 

 

 

J.P. MORGAN SECURITIES LLC

 

GOLDMAN SACHS & CO. LLC

 

COWEN AND COMPANY, LLC

 

 

 

As representatives of the Underwriters

 

 

 

J.P. MORGAN SECURITIES LLC

 

 

 

 

 

By:

/s/ David Ke

 

 

Name:

David Ke

 

 

Title:

Executive Director

 

 

 

 

 

GOLDMAN SACHS & CO. LLC

 

 

 

 

 

By:

/s/ Charles Park

 

 

Name:

Charles Park

 

 

Title:

Managing Director

 

 

 

 

 

COWEN AND COMPANY, LLC

 

 

 

 

 

By:

/s/ David Bohn

 

 

Name:

David Bohn

 

 

Title:

Managing Director

 

 

[Signature Page to Passage Bio, Inc. Acceleration Request]