CORRESP 1 filename1.htm CORRESP

April 9, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sonia Bednarowski

 

Re:

PhaseBio Pharmaceuticals, Inc.

    

Registration Statement on Form S-1

 

    

Acceleration Request

Requested Date:    April 11, 2019

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”), Citigroup Global Markets Inc., Cowen and Company, LLC, and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters, hereby join PhaseBio Pharmaceuticals, Inc. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (the “Registration Statement”) to become effective on April 11, 2019, 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.

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Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By:   /s/ Rizwan Velji
  Name: Rizwan Velji
  Title: Managing Director

 

COWEN AND COMPANY, LLC
By:   /s/ Bill Follis
  Name: Bill Follis
  Title: Managing Director

 

STIFEL, NICOLAUS & COMPANY, INCORPORATED
By:   /s/ Nathan Thompson
  Name: Nathan Thompson
  Title: Director

 

cc:

Jonathan P. Mow, PhaseBio Pharmaceuticals, Inc.

    

Seo Salimi, Goodwin Procter LLP

    

Darren K. DeStefano, Cooley LLP

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