J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Jefferies LLC
520 Madison Avenue
New York, New York 10022
Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10010
June 9, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Generation Bio Co. |
Registration Statement on Form S-1 (File No. 333-238608) |
Request for Acceleration of Effective Date |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Generation Bio Co. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on June 11, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilmer Cutler Pickering Hale and Dorr LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately 1,455 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from June 8, 2020 through the date hereof, to prospective underwriters, institutions, dealers and others.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, |
Acting severally on behalf of themselves and the several underwriters |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ David Ke | |
| Name: David Ke | ||
| Title: Executive Director | ||
| JEFFERIES LLC | ||
| By: | /s/ Kevin Sheridan | |
| Name: Kevin Sheridan | ||
Title: Managing Director, Global Joint | ||
| COWEN AND COMPANY, LLC | ||
| By: | /s/ David Bohn | |
| Name: David Bohn | ||
| Title: Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request]
