April 30, 2018
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Inspire Medical Systems, Inc.
Registration Statement on Form S-1 (as amended) (SEC File No. 333-224176)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Inspire Medical Systems, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., New York City time, on May 2, 2018, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 4,050 copies of the Preliminary Prospectus dated April 23, 2018 through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
GOLDMAN SACHS & CO. LLC
As Representatives of the several underwriters
[SIGNATURE PAGES FOLLOW]
| MERRILL LYNCH, PIERCE, FENNER & SMITH | |
| INCORPORATED | |
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| By: | /s/ Milt Hsu |
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| Name: Milt Hsu |
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| Title: Managing Director |
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| GOLDMAN SACHS & CO. LLC | |
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| By: | /s/ Richard Cohn |
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| Name: Richard Cohn |
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| Title: Managing Director |
As representatives of the several underwriters.
cc: Ilir Mujalovic, Partner, Shearman & Sterling LLP
[Signature Page to Acceleration Request Letter]
