February 6, 2014
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Mr. Jeffrey Riedler |
| Mr. Austin Stephenson |
| Re: | Flexion Therapeutics, Inc. |
| Registration Statement on Form S-1 (File No. 333-193233) |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), BMO Capital Markets Corp. and Wells Fargo Securities, LLC, as representatives of the several underwriters, hereby join Flexion Therapeutics, Inc. in requesting that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 PM, Eastern Time, on February 10, 2014, or as soon thereafter as possible.
Pursuant to Rule 460 under the Act, please be advised that through the date hereof, the undersigned effected the distribution of approximately 3,319 copies of the Preliminary Prospectus dated January 28, 2014 (the “Preliminary Prospectus”) to prospective underwriters, institutional investors, dealers, and others.
This is to further advise you that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced Preliminary Prospectus.
[Remainder of Page Intentionally Left Blank]
| Very truly yours, | ||
| BMO Capital Markets Corp. | ||
| Wells Fargo Securities, LLC | ||
| By: BMO Capital Markets Corp. | ||
| By: | /s/ Lori Begley | |
| Name: Lori Begley | ||
| Title: Managing Director | ||
By: Wells Fargo Securities, LLC | ||
| By: | /s/ David Herman | |
| Name: David Herman | ||
| Title: Director | ||
[Signature Page to Underwriters’ Acceleration Request]
