J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
November 3, 2014
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Russell Mancuso, Branch Chief
Tom Jones, Staff Attorney
Kevin Vaughn, Accounting Branch Chief
Eric Atallah, Staff Accountant
Re: Nevro Corp.
Registration Statement on Form S-1
Registration No. 333-199156
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, as representatives of the several underwriters (the “Underwriters”), hereby join in the request of Nevro Corp. (the “Company”) for acceleration of the effective date of the above-referenced registration statement so that it will be declared effective at 4:00 p.m., Washington, D.C. time, on November 5, 2014, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, we, as representatives of the several Underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated October 27, 2014:
(i) |
| Dates of distribution: October 27, 2014 through the date hereof |
(ii) |
| Number of prospective underwriters to which the Preliminary Prospectus was furnished: 4 |
(iii) |
| Number of prospectuses furnished to investors and/or dealers: approximately 3,500 |
(iv) |
| Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 600 |
The undersigned advise that they have complied and will continue to comply, and each Underwriter and dealer has advised the undersigned that it has complied and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature page follows]
| Very truly yours, | |
|
| |
| J.P. MORGAN SECURITIES LLC | |
| MORGAN STANLEY & CO. LLC | |
| Acting severally on behalf of themselves and the several Underwriters | |
|
| |
| By: | J.P. MORGAN SECURITIES LLC |
|
|
|
|
|
|
| By: | /s/ Rakesh Mehta |
|
| Name: Rakesh Mehta |
|
| Title: Managing Director |
|
|
|
| By: | MORGAN STANLEY & CO. LLC |
|
|
|
|
|
|
| By: | /s/ Kathryn Bergsteinsson |
|
| Name: Kathryn Bergsteinsson |
|
| Title: Executive Director |
[Signature page to Underwriters’ Acceleration Request]
