March 23, 2015
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 6010
Washington, D.C. 20549-3628
| Re: | Cellectis S.A. (the “Company”) – Request for Acceleration |
Registration Statement on Form F-1 (File No. 333-202205)
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as Representatives of the several underwriters of the Company’s proposed public offering of American Depositary Shares, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m. Eastern Time on March 24, 2015, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have distributed approximately 2,530 copies of the Company’s Preliminary Prospectus dated March 17, 2015 through the date hereof to underwriters, dealers, institutions and others.
We have been informed by the participating underwriters that they 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
JEFFERIES LLC
As Representatives of the several Underwriters
By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
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| By: | /s/ Richard A. Diaz | |||||||||
| Name: | Richard A. Diaz | |||||||||
| Title: | Authorized Signatory | |||||||||
| By: JEFFERIES LLC | ||||||||||
| By: | /s/ Dr. Gil Bar-Nahum | |||||||||
| Name: | Dr. Gil Bar-Nahum | |||||||||
| Title: | Managing Director | |||||||||
SIGNATURE PAGETO ACCELERATION REQUEST
