June 14, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Thomas Kluck |
Laura Crotty
Re: | Lyell Immunopharma, Inc. |
Registration Statement on Form S-1, as amended
(File No. 333-256470)
Acceleration Request
Requested Date: Wednesday, June 16, 2021
Requested Time: 4:00 P.M. Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, as the representatives of the several underwriters, hereby join in the request of Lyell Immunopharma, Inc. (the Company) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 so that it becomes effective at 4:00 p.m. Eastern time on June 16, 2021, or as soon thereafter as possible.
Pursuant to Rule 460 under the Act, we, as the representatives of the several underwriters, wish to advise you that between June 9, 2021 through the date hereof we have distributed approximately 4,034 copies of the Companys Preliminary Prospectus dated June 9, 2021 to prospective underwriters, dealers, institutional investors and others.
We, the undersigned, as the representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
(signature page follows)
Very truly yours,
GOLDMAN SACHS & CO. LLC BOFA SECURITIES, INC. J.P. MORGAN SECURITIES LLC MORGAN STANLEY & CO. LLC | ||
As representatives of the Underwriters | ||
By: |
Goldman Sachs & Co. LLC | |
By: |
/s/ Dan Cocks | |
Name: Dan Cocks | ||
Title: Managing Director |
By: |
BofA Securities, Inc. | |||
By: |
/s/ Greg Butz | |||
| ||||
Name: Greg Butz | ||||
Title: Managing Director |
By: |
J.P. Morgan Securities LLC | |
By: |
/s/ Benjamin Burdett | |
Name: Benjamin Burdett | ||
Title: Managing Director |
By: |
Morgan Stanley & Co. LLC | |||
By: |
/s/ Kalli Dircks | |||
Name: Kalli Dircks | ||||
Title: Managing Director |
(Signature Page to Acceleration Request Letter)