Goldman, Sachs & Co.
200 West Street
New York, NY 10282
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
October 19, 2015
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: �� Suzanne Hayes
Re: DIMENSION THERAPEUTICS, INC.
Registration Statement on Form S-1 (File No. 333-206911)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join Dimension Therapeutics, Inc. (the “Company”) in requesting that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on October 21, 2015 or as soon as possible thereafter.
In connection with this acceleration request and pursuant to Rule 460 under the Act, we wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated October 13, 2015 through the date hereof:
Preliminary Prospectus dated October 13, 2015
2,759 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned further advise you that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-described offering.
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| Very truly yours, | |
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| GOLDMAN, SACHS & CO. | |
| CITIGROUP GLOBAL MARKETS INC. | |
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| As Representative of the several Underwriters | |
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| GOLDMAN, SACHS & CO. | |
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| By: | /s/ Adam Greene |
| Name: | Adam Greene |
| Title: | Vice President |
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| CITIGROUP GLOBAL MARKETS INC. | |
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| By: | /s/ Aradhana Sarin |
| Name: | Aradhana Sarin |
| Title: | Managing Director |
[Signature Page to Acceleration Request]
