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May 5, 2020
Scott Braunstein, M.D.
President and Chief Executive Officer
Marinus Pharmaceuticals, Inc.
5 Radnor Corporate Center, Suite 500
100 Matsonford Rd
Radnor, PA 19087
Re:Marinus Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed April 29, 2020
File No. 333-237903
Dear Dr. Braunstein:
            We have limited our review of your registration statement to the issue we have addressed
in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3 filed April 29, 2020
General
1.We note that the forum selection provision in your Fourth Amended and Restated
Certificate of Incorporation identifies the Court of Chancery of the State of Delaware as
the exclusive forum for certain litigation, including any “derivative action.”  Please revise
your prospectus to clearly describe any risks or other impacts on investors. Please also
disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and

 FirstName LastNameScott Braunstein, M.D.
 Comapany NameMarinus Pharmaceuticals, Inc.
 May 5, 2020 Page 2
 FirstName LastName
Scott Braunstein, M.D.
Marinus Pharmaceuticals, Inc.
May 5, 2020
Page 2
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Paik at 202-551-6553 or Joseph McCann at 202-551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven J. Abrams, Esq.