CORRESP 1 filename1.htm

 

January 19, 2021

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

 

Re: Passage Bio, Inc.
  Registration Statement on Form S-1 (File No. 333-252213)
  Request for Acceleration

 

Ladies and Gentlemen:

 

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the 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 4:30 p.m. Eastern Time, on Thursday, January 21, 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/ Mairin Rooney  
  Name: Mairin Rooney  
  Title: Managing Director  
   
COWEN AND COMPANY, LLC  
   
By: /s/ Bill Follis  
  Name: Bill Follis  
  Title: Managing Director  

 

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