September 11, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | Principia Biopharma Inc. |
Registration Statement on Form S-1 (File No. 333-226922)
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters (the “Underwriters”), hereby join in the request of Principia Biopharma Inc. (the “Company”) with respect to the effective time of the above-referenced Registration Statement so that it will become effective Thursday, September 13, 2018, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable, or at such other time as the Company’s legal counsel, Cooley LLP, may request by telephone to the Staff.
In connection with this acceleration request and pursuant to Rule 460 under the Act, please be advised that, during the period from September 4, 2018 to the date of this letter, we have effected approximately the following distribution of copies of the preliminary prospectus, dated September 4, 2018:
| To Whom Distributed | Number of Copies | |||
Merrill Lynch, Pierce, Fenner & Smith | 120 | |||
Incorporated | ||||
Leerink Partners LLC | 851 | |||
Wells Fargo Securities, LLC | 715 | |||
Robert W. Baird & Co. Incorporated | 10 | |||
Latham & Watkins LLP | 25 | |||
Cooley LLP | 30 | |||
Principia Biopharma Inc. | 100 | |||
We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
(Signature Page Follows)
Very truly yours,
| MERRILL LYNCH, PIERCE, FENNER & SMITH | ||
| INCORPORATED | ||
| LEERINK PARTNERS LLC | ||
WELLS FARGO SECURITIES, LLC As representatives of the Underwriters | ||
| By: | Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| By: | /s/ Greg Butz | |
| Name: Greg Butz | ||
| Title: Managing Director | ||
| By: | Leerink Partners LLC | |
| By: | /s/ Stuart R. Nayman | |
| Name: Stuart R. Nayman | ||
| Title: Managing Director, Senior Legal Counsel | ||
| By: | Wells Fargo Securities, LLC | |
| By: | /s/ Geoff Goodman | |
| Name: Geoff Goodman | ||
| Title: Managing Director | ||
