Goodwin Procter LLP Three Embarcadero Center 24th Floor San Francisco, CA 94111 goodwinlaw.com +1 415 733 6000 |
September 26, 2016
VIA EDGAR AND FEDERAL EXPRESS
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Attn: | Suzanne Hayes |
Assistant Director, Office of Healthcare and Insurance |
Re: | MyoKardia, Inc.Registration Statement on Form S-1 |
Filed September 16, 2016 |
File No. 333-213680 |
Ladies and Gentlemen:
This letter is being submitted on behalf of MyoKardia, Inc. (the “Company”) in response to comments contained in the letter dated September 23, 2016 (the “Letter”) from Suzanne Hayes, Assistant Director of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Tassos Gianakakos, President and Chief Executive Officer of the Company, with respect to the Company’s Registration Statement on Form S-1 (File No. 333-213680) (the “Registration Statement”) that was filed on September 16, 2016. Concurrently herewith, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which includes revisions in response to the Staff’s comments set forth in the Letter, as well as additional updated information regarding the Company’s business that was publicly announced in connection with the Company’s “R&D Day” held on September 21, 2016.
The responses set forth below have been organized in the same manner in which the Commission’s comments were organized. Copies of this letter and its attachments will also be provided to Irene Paik and Mary Beth Breslin of the Commission.
Incorporation of Certain Information by Reference, page 92
1. | Please revise the second bullet point to specifically incorporate by reference all proxy statements in their entirety filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year covered by the latest annual report on Form 10-K. Please refer to Item 12(a)(2) of Form S-1 for guidance. |
United States Securities and Exchange Commission
September 26, 2016
Page 2
RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 95 of Amendment No. 1 to incorporate by reference the entirety of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 28, 2016.
If you require additional information, please telephone the undersigned at (415) 733-6071.
Sincerely,
/s/ Maggie Wong
Maggie Wong
cc: | Irene Paik (U.S. Securities and Exchange Commission) |
Mary Beth Breslin (U.S. Securities and Exchange Commission)
Tassos Gianakakos (MyoKardia, Inc.)
Jake Bauer (MyoKardia, Inc.)
Mitchell S. Bloom, Esq. (Goodwin Procter LLP)
B. Shayne Kennedy, Esq. (Latham & Watkins LLP)
Brian J. Cuneo, Esq. (Latham & Watkins LLP)
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