April 14, 2014
VIA ELECTRONIC SUBMISSION
Securities and Exchange Commission
Mail Stop 3561
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attn: | Jeffrey P. Riedler, Assistant Director |
Bryan J. Pitko, Staff Attorney
| Re: | Vital Therapies, Inc. |
Registration Statement Filed on Form S-1
Registration No. 333-191711
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, we wish to advise you that we have distributed approximately 2,684 copies of the Preliminary Prospectus issued April 7, 2014 through the date hereof, to underwriters, dealers, institutions and others.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday, April 16, 2014 or as soon thereafter as practicable.
[signature page follows]
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
CREDIT SUISSE SECURITIES (USA) LLC
As representatives of the
several Underwriters
| By: | MERRILL LYNCH, PIERCE, FENNER & SMITH | |
| INCORPORATED | ||
| By: | /s/ Michele A.H. Allong | |
| Name: Michele A.H. Allong | ||
| Title: Authorized Signatory | ||
| By: CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Charles Newton | |
| Name: Charles Newton | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO ACCELERATION REQUEST OF THE UNDERWRITERS]
