May 7, 2014
VIA EDGAR Transmission
Mr. John Reynolds
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3720
Washington, DC 20549
Re: |
| Radius Health, Inc. — Registration Statement on |
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| Form S-1 (File No. 333-194150) |
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Dear Mr. Reynolds:
On May 5, 2014, Jefferies LLC and Cowen and Company, LLC (the “Representatives”) submitted a letter on behalf of the underwriters requesting that the above-referenced Registration Statement (as amended, the “Registration Statement”) be declared effective on May 7, 2014, at 4:00 p.m., Eastern Time. The Representatives’ acceleration request was accompanied by a separate letter delivered to you on the same date from Radius Health, Inc. to join in our acceleration request. By this letter the Representatives hereby withdraw the original acceleration request.
Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended (the “Act”), the Representatives hereby request that the effectiveness of the above-captioned Registration Statement be accelerated so that the Registration Statement may become effective at 4:00 p.m., Eastern time, on May 8, 2014, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, we wish to advise you that we have distributed approximately 930 copies of the preliminary prospectus issued April 25, 2014 through the date hereof, as follows: 0 to prospective underwriters; 0 to prospective dealers; 920 to institutional investors; and 10 to others.
The undersigned, as Representatives of the underwriters, 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.
| Very truly yours, | ||
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| As representatives of the Underwriters | ||
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| Jefferies LLC | ||
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| By: | /s/ Dustin Tyner | |
| Name: | Dustin Tyner | |
| Title: | Managing Director | |
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| Cowen and Company, LLC | ||
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| By: | /s/ Jason Fenton | |
| Name: | Jason Fenton | |
| Title: | Managing Director | |
[Signature Page to Acceleration Request]
