August 8, 2014
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Jeffrey P. Riedler |
Daniel Greenspan |
Christina De Rosa |
Mary Mast |
Christine Torney |
Re: | Otonomy, Inc. |
Registration Statement on Form S-1 |
File No. 333-197365 |
Acceleration Request |
Requested Date: August 12, 2014 |
Requested Time: 4:00 P.M. Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Otonomy, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-197365) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Jennifer Knapp at (650) 849-3041.
In connection with the acceleration request, the Company hereby acknowledges that:
• | should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
Securities and Exchange Commission
August 8, 2014
Page 2
• | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
• | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature page follows]
* * * *
Sincerely,
Otonomy, Inc.
/s/ David A. Weber, Ph.D.
David A. Weber, Ph.D.
President and Chief Executive Officer
cc: | Paul E. Cayer, Chief Financial & Business Officer, Otonomy, Inc. |
Kenneth Clark, Wilson Sonsini Goodrich & Rosati, P.C. |
Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C. |
Daniel Koeppen, Wilson Sonsini Goodrich & Rosati, P.C. |
Jennifer Knapp, Wilson Sonsini Goodrich & Rosati, P.C. |
Charles Kim, Cooley LLP |
Andrew Williamson, Cooley LLP |
Judson Quiggle, Ernst & Young LLP |