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SEC Company Response from MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099) (MESO) — Jul 20, 2017

MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099)
Date: July 20, 2017 · CIK: 0001345099 · Accession: 0001193125-17-231604

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File numbers found in text: 333-219210

Date
July 20, 2017
Author
Mesoblast Limited
Form
CORRESP
Company
MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Jeffrey Gabor Re: Mesoblast Limited Registration Statement on Form F-3 Filed July 10, 2017 File No. 333-219210

Dear Mr. Gabor:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, Mesoblast Limited (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-3 be accelerated so that it will become effective on July 21, 2017, at 4:30 p.m. (Eastern Time), or as soon thereafter as practicable.

The Company hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, or require any additional information, please do not hesitate to call Nate Douglas at Baker & McKenzie LLP, the Company’s outside counsel, at (202) 835-4277.

Very truly yours,
Mesoblast Limited

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CORRESP
1
filename1.htm

CORRESP

 Mesoblast Limited

Level 38, 55 Collins Street

Melbourne, VIC 3000

 Australia

July 20, 2017

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Jeffrey Gabor

Re:
Mesoblast Limited

Registration Statement on Form F-3

Filed July 10, 2017

File No. 333-219210

 Dear Mr. Gabor:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, Mesoblast Limited (the “Company”) hereby requests that the effectiveness of the
above-captioned Registration Statement on Form F-3 be accelerated so that it will become effective on July 21, 2017, at 4:30 p.m. (Eastern Time), or as soon thereafter as practicable.

The Company hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions, or require any additional information, please do not hesitate to call Nate Douglas at Baker & McKenzie
LLP, the Company’s outside counsel, at (202) 835-4277.

Very truly yours,

Mesoblast Limited

 /s/ Paul Hodgkinson

Name: Paul Hodgkinson

Title: Chief Financial Officer

cc:
Nate Douglas, Baker & McKenzie LLP