January 19, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Tim Buchmiller
| Re: | Passage Bio, Inc. |
| Registration Statement on Form S-1 (File No. 333-252213) | |
| Request for Acceleration |
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 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 4:30 p.m. Eastern Time, on Thursday, January 21, 2020 or as soon thereafter as practicable.
[Signature page follows]
| Very truly yours, | |||
| J.P. MORGAN SECURITIES LLC | |||
| GOLDMAN SACHS & CO. LLC COWEN AND COMPANY, LLC | |||
| As representatives of the Underwriters | |||
| J.P. MORGAN SECURITIES LLC | |||
| By: | /s/ David Ke | ||
| Name: | David Ke | ||
| Title: | Executive Director | ||
| GOLDMAN SACHS & CO. LLC | |||
| By: | /s/ Mairin Rooney | ||
| Name: | Mairin Rooney | ||
| Title: | Managing Director | ||
| COWEN AND COMPANY, LLC | |||
| By: | /s/ Bill Follis | ||
| Name: | Bill Follis | ||
| Title: | Managing Director | ||
[Signature Page to Passage Bio, Inc. Acceleration Request]
