April 16, 2018
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Mary Beth Breslin, Legal Branch Chief |
Re: Surface Oncology, Inc.
Registration Statement on FormS-1 (FileNo. 333-223877)
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between April 9, 2018 and the date hereof, approximately 3,292 copies of the Preliminary Prospectus dated April 9, 2018 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have complied and will continue to comply with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday, April 18, 2018 or as soon thereafter as practicable.
[signature page follows]
Very truly yours,
GOLDMAN SACHS & CO. LLC
COWEN AND COMPANY, LLC
As representatives of the Underwriters
| By: | Goldman Sachs & Co. LLC | |
| By: | /s/ David Bauer | |
| Name: David Bauer | ||
| Title: Managing Director | ||
| By: | Cowen and Company, LLC | |
| By: | /s/ Bill Follis | |
| Name: Bill Follis | ||
| Title: Managing Director | ||
