VIA EDGAR
February 29, 2016
United State Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4720
100 F Street, N.E.
Washington, D.C. 20549
Attn: Suzanne Hayes, Assistant Director
| Re: | Syndax Pharmaceuticals, Inc. (the “Company”) |
| Registration Statement on Form S-1 File No. 333-208861 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the Company’s proposed public offering of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), we hereby join the Company’s request for acceleration of the effective date of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m. (ET) on March 2, 2016, or as soon thereafter as practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have distributed approximately 3,028 copies of the Company’s preliminary prospectus relating to the Common Stock, dated February 22, 2016, through the date hereof to underwriters, dealers, institutions and others.
The undersigned, as representatives of the several underwriters, have complied and will continue to comply, and have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | ||
MORGAN STANLEY & Co. LLC CITIGROUP GLOBAL MARKETS INC. | ||
| Acting on their own behalf | ||
| and as representatives of several | ||
| underwriters | ||
| By: MORGAN STANLEY & Co. LLC | ||
| By: | /s/ David Lederman | |
| Name: | David Lederman | |
| Title: | Vice President | |
| By: CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Jennifer Fox | |
| Name: | Jennifer Fox | |
| Title: | Managing Director | |
[Signature Page to Acceleration Request]
