SEC Company Response from Tempest Therapeutics, Inc. (TPST) (CIK 0001544227) (TPST) — May 4, 2016
Tempest Therapeutics, Inc. (TPST) (CIK 0001544227)
Date: May 4, 2016 · CIK: 0001544227 · Accession: 0001104659-16-117716
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File numbers found in text: 333-209778
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CORRESP 1 filename1.htm May 4, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Suzanne Hayes, Assistant Director Re: OvaScience, Inc. Registration Statement on Form S-3 File No. 333-209778 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, OvaScience, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-209778) (the “Registration Statement”), so that it may become effective at 5:00 p.m. (Washington, D.C. time) on Thursday, May 5, 2016, or as soon thereafter as practicable. The Registrant hereby acknowledges that: (i) should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Registrant 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. [remainder of page intentionally left blank] Please call William C. Hicks (617-542-6000) of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, with any comments or questions regarding this matter. Very truly yours, OvaScience, Inc. By: /s/ Jeffrey Young Jeffrey Young Chief Financial Officer cc: Securities and Exchange Commission Dorman Yale Joseph McCann