February 5, 2014
Via E-mail and EDGAR Submission
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Jeffrey P. Riedler |
Austin Stephenson
| Re: | Five Prime Therapeutics, Inc. |
Registration Statement Filed on Form S-1
Registration Number 333-193491
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement on Form S-1, and pursuant to Rule 461 under the Securities Act of 1933, as representatives for the several underwriters in the offering of shares of common stock of Five Prime Therapeutics, Inc. (the “Company”), pursuant to such Registration Statement (the “Offering”), we hereby join the Company in requesting that the effective date for such Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Standard Time, on February 6, 2014, or as soon thereafter as practicable.
We wish to advise you that between February 3, 2014 and February 6, 2014, the participating underwriters plan to distribute 2,582 copies of the preliminary prospectus dated February 3, 2014 (the “Preliminary Prospectus”) as follows: 2,081 to institutional investors and 501 to prospective underwriters, dealers, individuals and others.
We confirm that the underwriters participating in the Offering are aware of their obligations under Rule 15c2-8 of the Securities Exchange Act of 1934.
(Signature Page Follows)
| Very truly yours, | ||
JEFFERIES LLC BMO CAPITAL MARKETS CORP. | ||
| WELLS FARGO SECURITIES, LLC | ||
| As representatives of the several underwriters | ||
| JEFFERIES LLC | ||
| By: | /s/ Michael Brinkman | |
| Name: Michael Brinkman | ||
| Title: Managing Director | ||
| BMO CAPITAL MARKETS CORP. | ||
| By: | /s/ Lori Begley | |
| Name: Lori Begley | ||
| Title: Managing Director | ||
| WELLS FARGO SECURITIES, LLC | ||
| By: | /s/ David Herman | |
| Name: David Herman | ||
| Title: Director | ||
[SIGNATURE PAGE TO ACCELERATION REQUEST OF THE UNDERWRITERS]
