February 5, 2019
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Mary Beth Breslin Dorrie Yale Vanessa Robertson Lisa Vanjoske |
| Re: | Gossamer Bio, Inc. |
Registration Statement on Form S-1 (File No. 333-228984)
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 2,166 copies of the Preliminary Prospectus dated January 30, 2019 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 Thursday, February 7, 2019 or as soon thereafter as practicable.
[Signature page follows]
| Very truly yours, | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| SVB LEERINK LLC BARCLAYS CAPITAL INC. EVERCORE GROUP L.L.C. | ||
| As representatives of the Underwriters | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Greg Butz | |
| Name: Greg Butz | ||
| Title: Managing Director | ||
| SVB LEERINK LLC | ||
| By: | /s/ Daniel Dubin | |
| Name: Daniel Dubin | ||
| Title: Vice Chairman | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Victoria Hale | |
| Name: Victoria Hale | ||
| Title: Vice President | ||
| EVERCORE GROUP L.L.C. | ||
| By: | /s/ Francois Maisonrouge | |
| Name: Francois Maisonrouge | ||
| Title: Senior Managing Director | ||
[Signature Page to Gossamer Bio, Inc. Acceleration Request]