December 19, 2024

Kristin Yarema
Chief Executive Officer
Poseida Therapeutics, Inc.
9390 Towne Centre Drive, Suite 200
San Diego, California 92121

       Re: Poseida Therapeutics, Inc.
           Schedule 14D-9 filed December 9, 2024
           File No. 005-91606
Dear Kristin Yarema:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule 14D-9 filed December 9, 2024
Past Contacts, Transactions, Negotiations and Agreements, page 4

1.     Refer to the first and second paragraphs under this section. Please
revise, with a view
       towards disclosure, to identify "all such agreements, arrangements or
understandings
       and any actual or potential conflicts of interest," and specify where
       relevant information may be found by shareholders in the documents
referred to in the
       first paragraph, or advise. To the extent such agreements are discussed,
be sure to
       attach them as exhibits. See Item 9 of Schedule 14D-9 and Item 1016(e)
of Regulation
       M-A.
2.     We note the following disclosure on page 5: "For further information
with respect to
       the arrangements between Poseida and its executive officers, directors
and affiliates
       described in this 'Item 3. Past Contacts, Transactions, Negotiations and
       Agreements,' as well as other arrangements between Poseida and its
executive
       officers, directors, and affiliates, please see the Annual Report, the
Proxy Statement,
       the 2024 Quarterly Reports, and other filings and reports that Poseida
may file from
 December 19, 2024
Page 2

       time to time with the SEC." Please revise to specify what "other
arrangements" you
       are referring to and where such information may be found in "the Annual
Report, the
       Proxy Statement, the 2024 Quarterly Reports, and other filings and
reports," or advise.
3.     We note that here, and throughout the filing, that "December 2, 2024" is
used as the
       benchmark date in, among other things, calculating the number of Shares
and Shares
       subject to Options held by, and other considerations payable to, certain
executive
       officers and directors. Please explain in your response letter why this
particular date
       was used, given that the Schedule 14D-9 was filed on December 9, 2024.
Please also
       revise to include the most recent figures, or advise.
CVR Agreement, page 15

4.     Expand generally here, and throughout the filing, to discuss the
specific risks
       and uncertainties concerning the events that must occur (or not occur)
in order for
       payment to be issued under the terms of the CVRs, including specific
disclosure about
       the current status of the development of the CVR Products.
Certain Financial Projections, page 33

5.     We note from the first paragraph on page 36 that you have included only
a    summary
       of the Projections.    Please revise to include the full projections.
6.     We note your disclosure that "Poseida management also estimated the
probabilities of
       success for achieving each of the Milestones, which ranged from 35% to
80%
       depending on the Milestone and assuming an achievement date in advance
of the
       applicable Milestone Outside Date," and that the Poseida Board "directed
Centerview
       to use and rely on such estimated probabilities of success in Centerview
  s analysis of
       the Cash Amount." With a view toward revised disclosure, please tell us
how Poseida
       management arrived at these estimates for the probabilities of success
for achieving
       each milestone, and how, specifically, Centerview used and relied on
such estimates.
       In this respect, we note no reference to such estimates in the relevant
section
       describing Centerview's work.
Person/Assets Retained, Employed, Compensated or Used, page 42

7.     On page 43, you note that "Poseida has agreed to pay Centerview an
aggregate fee of
       approximately $25.5 million" for it services. On page 42, however, you
state that
       "Poseida has agreed to pay Centerview an aggregate fee currently
estimated to be
       approximately $25.5 million" (emphasis added). Please revise to clarify
whether the
       fee is "estimated" and, if so, why this is the case and how the final
payment amount
       may differ. Otherwise, revise the language on page 42 to be consistent
with that on
       page 43.
Cautionary Note Regarding Forward-Looking Statements, page 49

8.     We note your reference to "forward-looking statements within the meaning
of the
       federal securities laws." Please confirm in your response letter of your
understanding
       that the safe harbor protections for forward looking statements provided
in the Private
       Securities Litigation Reform Act of 1995 do not by their terms apply to
statements
       made in connection with a tender offer. See Section 21E(b)(2)(C) of the
Securities
 December 19, 2024
Page 3

       Exchange Act of 1934.
        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

      Please direct any questions to Eddie Kim at 202-679-6943 or Dan Duchovny
at 202-
551-3619.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Mergers &
Acquisitions