April 10, 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 FormS-1 (SEC File No. 333-230783) |
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 onForm S-1 (SEC File No. 333-230783) (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 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/ Nathan Thompson | |
| Name: Nathan Thompson | ||
| Title: Director | ||
| cc: | Jonathan P. Mow, PhaseBio Pharmaceuticals, Inc. |
Seo Salimi, Goodwin Procter LLP |
Darren K. DeStefano, Cooley LLP |
[Signature Page to Acceleration Request]
