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SEC Company Response from MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099) (MESO) — Nov 9, 2015

MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099)
Date: Nov. 9, 2015 · CIK: 0001345099 · Accession: 0001193125-15-371574

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Reasoning

Date
November 9, 2015
Author
WILSON SONSINI GOODRICH & ROSATI
Form
CORRESP
Company
MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099)

Letter

November 9, 2015

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Johnny Gharib

Dan Greenspan

Vanessa Robertson

Lisa Vanjoske

Re: Mesoblast Limited

Draft Registration Statement on Form F-1

Filed November 6, 2015

CIK No. 0001345099

Ladies and Gentlemen:

On behalf of Mesoblast Limited (the “Company”), we submit this letter in response to an oral comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on November 7, 2015 relating to the Company’s Registration Statement on Form F-1 (CIK No. 0001345099) submitted to the Commission on November 6, 2015 (the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comment and is filing concurrently with this letter an amendment to the Registration Statement on Form F-1 (“Amendment No. 2”) which reflects these revisions and updates and clarifies certain other information.

1. The Exhibit Index in the Registration Statement should be amended to specify the exhibits for which confidential treatment has been requested.

The Company acknowledges the Staff’s comment and has revised the Exhibit Index in Amendment No. 2 in order to specify those exhibits for which confidential treatment has been requested.

U.S. Securities and Exchange Commission

November 9, 2015

Page 2

Please direct your questions or comments regarding this letter or the Registration Statement to the undersigned at (650) 320-4626. Thank you for your assistance.

Respectfully submitted,
WILSON SONSINI GOODRICH & ROSATI

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 November 9, 2015

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
Johnny Gharib

Dan Greenspan

Vanessa Robertson

Lisa Vanjoske

Re:
Mesoblast Limited

Draft Registration Statement on Form F-1

Filed November 6, 2015

CIK No. 0001345099

 Ladies and Gentlemen:

On behalf of Mesoblast Limited (the “Company”), we submit this letter in response to an oral comment received from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) on November 7, 2015 relating to the Company’s Registration Statement on Form F-1 (CIK No. 0001345099) submitted to the Commission
on November 6, 2015 (the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comment and is filing concurrently with this letter an amendment to the Registration
Statement on Form F-1 (“Amendment No. 2”) which reflects these revisions and updates and clarifies certain other information.

1.
The Exhibit Index in the Registration Statement should be amended to specify the exhibits for which confidential treatment has been requested.

The Company acknowledges the Staff’s comment and has revised the Exhibit Index in Amendment No. 2 in order to specify those exhibits for
which confidential treatment has been requested.

 U.S. Securities and Exchange Commission

November 9, 2015

 Page 2

Please direct your questions or comments regarding this letter or the Registration Statement to the undersigned at (650) 320-4626. Thank you
for your assistance.

Respectfully submitted,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Jeffrey D. Saper

Jeffrey D. Saper

cc:
Silviu Itescu, Mesoblast Limited

Peter T. Howard, Mesoblast Limited

Steven V. Bernard, Wilson Sonsini Goodrich & Rosati

Megan J. Baier, Wilson Sonsini Goodrich & Rosati

Thomas J. Ivey, Skadden, Arps, Slate, Meagher & Flom LLP