FIVE PRIME THERAPEUTICS, INC.
111 Oyster Point Boulevard
South San Francisco, CA 94080
August 20, 2019
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4720
Washington, D.C. 20549
| Attn: | Jeff Gabor | |||
| Re: | Five Prime Therapeutics, Inc. | |||
| Registration Statement onForm S-3 | ||||
| File No. 333-228206 | ||||
| Acceleration Request | ||||
| Requested Date: Thursday, August 22, 2019 | ||||
| Requested Time: 4:00 P.M. Eastern Time | ||||
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement onForm S-3 (File No. 333-228206) (the “Registration Statement”) to become effective on Thursday, August 22, 2019, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable.
Very truly yours,
Five Prime Therapeutics, Inc.
/s/ Francis W. Sarena | ||
| By: | Francis W. Sarena | |
| Title: | Chief Strategy Officer and Secretary | |
