May 4, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Chris Edwards |
Re: | Evelo Biosciences, Inc. |
Registration Statement on Form S-1
File No. 333-224278
Acceleration Request | ||
Requested Date: |
May 8, 2018 | |
Requested Time: |
4:00 p.m., Eastern Standard Time |
Ladies and gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), Morgan Stanley & Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters, hereby join Evelo Biosciences, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-224278) (the Registration Statement) to become effective on Tuesday, May 8, 2018, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, 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 have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
Very truly yours, | ||
MORGAN STANLEY & CO LLC | ||
By: | /s/ Jason Russell | |
Name: Jason Russell | ||
Title: Executive Director |
COWEN AND COMPANY, LLC | ||
By: | /s/ Grant Miller | |
Name: Grant Miller | ||
Title: Managing Director, Head of ECM |
cc: | Balkrishan (Simba) Gill, Ph.D., Evelo Biosciences, Inc. |
Stuart Cable, Goodwin Procter LLP
Edwin OConnor, Goodwin Procter LLP
Peter N. Handrinos, Latham & Watkins LLP
Wesley Holmes, Latham & Watkins LLP
[Signature Page to Acceleration Request]