SecProbe.io

August 25 , 2014

Via E -mail
Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
185 Berry Street, Suite 1300
San Francisco, California 94107

Re: Jaguar Animal Health, Inc.
Amendment No. 1 to
Draft Registration Statement on Form F -1
Submitted August 11 , 2014
  CIK No. 0001585608

Dear Ms. Conte :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumsta nces or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary, page 1

1. We note your response to comment 4.  Please do not include planned events in the table
on pages 3 and 64 that you do not expect to accomplish in the next 12 months.  Including
planned events in a table format that you do not expect to accomplish in the nex t 12
months may suggest to some readers that the completion date for these milestones is
more likely than is justified without the benefit of additional context provided by the
same information in the text.

Use of Proceeds, page 44

2. We note your respons e to comment 6. Please expand your disclosure to include the
approximate amount you plan to allocate to each clinical study.  Alternatively, if you

Lisa A. Conte
Jaguar Animal Health, Inc.
August 25 , 2014
Page 2

 have not yet decided what study to conduct with the allocated proceeds, please clarify
this.

3. We note that y ou have allocated $3 million for developing other species -specific
formulations of your prescription drug product candidates and non -prescription products .
Please expand your disclosure to identify which of your product candidates you plan to
reformulate and for which species.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Accounting for Stock -Based Compensation, page 5 9

4. Please refer to prior com ment 8.  We acknowledge the information provided in your
response but may have additional comments on your accounting for stock compensation
once you have disclose d an estimated offering price.  When the amendment containing
the estimated offering price is  filed, pl ease provide us separately a quantitative and
qualitative analysis explaining the difference between the estimated offering price and the
fair value of your most recent equity issuance .

Business, page 62

5. The first time you use the term p-value on page 69 please explain what it measures and
the p -value that you have to achieve in order to conclude a statistically significant result.

6. We note that there may be third party security or collateral assignment agreements
pertaining to the intel lectual property licensed to you pursuant to the Napo License
Agreement. If applicable, please expand your disclosure to include any limitations that
would impact Napo’s right to assign or encumber its intellectual property, and how such
limitations could affect your license under the Napo License Agreement.

Director Compensation, page 89

7. We note your response to comment 27. Please also update your disclosure to include any
informal director compensation program, if applicable .

Index to Financial Stateme nts, page F -1

8. Please  refer to prior comment 30.  Please disclose the information provided in your
response  in either “Note 1. Organization and Business,” MD&A or Business.

Notes to Financial Statements
8. Redeemable Conver tible Preferred Stock, page F-17

9. Please refer to prior  comment 31 and address the following:

Lisa A. Conte
Jaguar Animal Health, Inc.
August 25 , 2014
Page 3

  It is unclear from your response and disclosure in the second paragraph on page F -18
whether the provisions of your Series A redeemable convertible preferred stock that
adjust the conversion  price are solely triggered by an IPO.  As a result, please explain
to us each instance that may trigger an adjustment to the conversion price and how
that price would change and tell us how you account for each of these instances,
referencing the authorit ative literature your rely upon to support your accounting.
 In your response to the preceding bullet, please explain to us your consideration of
guidance associated with contingently adjustable conversion ratios as presented in
ASC 470 -20-35-1 through 35 -5.
 To the extent that your anticipated IPO price does not trigger automatic conversion of
the Series A redeemable convertible preferred stock, please tell us why it is
appropriate to include the conversion in your pro forma capitalization and dilution
discl osures.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

You may contact Frank Wyman at (202) 551 -3660 or Mark Brunhofer at (202) 551 -3638
if you have questions regarding comments on the financial statements and related m atters.
Please contact Matthew Jones at (202) 551 -3786 , John Krug at (202) 551 -3862, or me at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Donald C. Reinke , Esq.
Marianne C. Sarrazin , Esq.
Reed Smith LLP
101 Second Street, Suite 1800
San Francisco, California 94105