July 16, 2013
Via E-mail and EDGAR Submission
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: | Jeffrey Riedler, Assistant Director | |
Jennifer Riegel, Special Counsel | ||
Karen Ubell, Staff Attorney | ||
Lisa Vanjoske, Senior Staff Accountant | ||
Tabatha Akins, Staff Accountant | ||
Re: | OncoMed Pharmaceuticals, Inc. | |
Registration Statement on Form S-1 (Registration No. 333-181331) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of OncoMed Pharmaceuticals, Inc. that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-181331) be accelerated so that the Registration Statement will become effective by 4:00 P.M. Eastern Time on Wednesday, July 17, 2013, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that we have effected between July 8, 2013 and the date hereof approximately the following distribution of the preliminary prospectus:
1242 to institutions;
200 to prospective underwriters; and
12 to others.
The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
Very truly yours, | ||
JEFFERIES LLC | ||
LEERINK SWANN LLC | ||
PIPER JAFFRAY & CO. | ||
BMO CAPITAL MARKETS CORP. | ||
JEFFERIES LLC | ||
By: | /s/ Michael Brinkman | |
Name: | Michael Brinkman | |
Title: | Managing Director | |
LEERINK SWANN LLC | ||
By: | /s/ Dan Dubin | |
Name: | Dan Dubin | |
Title: | Managing Director |