October 15, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mary Beth Breslin
| Re: | PhaseBio Pharmaceuticals, Inc. |
Registration Statement on FormS-1
File No. 333-227474
Acceleration Request
| Requested Date: | October 17, 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”), 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 FormS-1 (File No. 333-227474) (the “Registration Statement”) to become effective on October 17, 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 Rule15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
| 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/ Keith Lister | |||
| Name: | Keith Lister | |||
| Title: | Managing Director | |||
| cc: | Edwin O’Connor, Goodwin Procter LLP |
Seo Salimi, Goodwin Procter LLP
Jonathan P. Mow, PhaseBio Pharmaceuticals, Inc.
Christian E. Plaza, Cooley LLP
Darren K. DeStefano, Cooley LLP
[Signature Page to Acceleration Request]
