December 5, 2016
Via EDGAR
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U.S. Securities and Exchange Commission | |
Division of Corporation Finance | |
100 F Street, N.E. | |
Mail Stop 4546 | |
Washington, D.C. 20549 | |
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Attn: | Suzanne Hayes |
| Scot Foley |
| Mary Beth Breslin |
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Re: | Cerecor Inc. |
| Registration Statement on Form S-3 |
| File No. 333-214507 |
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| Acceleration Request |
| Requested Date: Wednesday, December 7, 2016 |
| Requested Time: 4:30 P.M. Eastern Standard Time |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-214507) (the “Registration Statement”) to become effective on Wednesday, December 7, 2016, at 4:30 p.m. Eastern Standard Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”).
Once the Registration Statement has been declared effective, please orally confirm that event with Brent B. Siler of Cooley LLP, counsel to the Registrant, at (202) 728-7040, or in his absence, Madison Jones at (202) 728-7087.
[Signature page follows]
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| Very truly yours, |
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| Cerecor Inc. |
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| By: | /s/ Mariam E. Morris |
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| Mariam E. Morris |
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| Chief Financial Officer |
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cc: | Uli Hacksell, Ph.D., Cerecor Inc. |
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| Brent B. Siler, Cooley LLP |
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Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400
t: (202) 842-7800 f: (202) 842-7899 cooley.com
