SecProbe.io

April 16, 2015

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. 5  to Registration Statement on Form S-1
Filed March 20, 2015
 File No. 333 -198383

Dear Ms. Conte :

We have reviewed your amended 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumst ances 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 these  comments, we may have  additional comments.

Product Pipeline, page 3

1. Please do not include planned events as anticipated near -term m ilestones  in the table on
pages 3 and 66 that are dependent on another preliminary step or milestone or that you do
not expect to accomplish in the next 12 months.

Capit alization, page 46

2. Please revise your disclosure of the pro forma as adjusted transaction to include the
repayment of your $1.0 million standby bridge financing as indicated in your Use of
Proceeds disclosure on page 43.  In addition, please explain why the pro forma as
adjusted accumulated deficit related to this transaction appears to reflect only the
repayment of principal and exclude the $300,000 of repayment premium.

Lisa A. Conte
Jaguar Animal Health, Inc.
April 16, 2015
Page 2

 Summary Compensation Table, page 99

3. Please continue to provide 2013  executive com pensation information in your Summary
Compensation Table. Please refer to Instruction 1 to Item 402(c) of Regulation S -K.

Report of Independent Registered Public Accounting Firm, page F -2

4. Please explain the reference in the opinion paragraph to the perio d from “June 6, 2013
(inception) through December 31, 2014,”  which appears to be inconsistent with your
financial statements.

Notes to Financial Statements
7. Commitments and Contingencies, page F -16

5. Please re vise your disclosure of the fees to be paid to Indena S.p.A. to include the
€300,000 bonus fee consistent with the information on page 83.

8. Debt and Warrants, page F -17

6. Please revise your disclosure of your October 30, 2014 standby bridge financing
agreement to address the following apparent discrepancies:

 You disclose that the fair value of the associated warrants at issuance was recorded as
a debt discount of $505,348 and that the aggregate discount recorded (including the
original $100,000 discount)  was only $504,348.

 The net balance derived at December 31, 2014 by taking the $1 million principal
amount, subtracting the $504,348 aggregate discount recorded and adding back the
$84,057 amortization of debt discount recorded during 2014 is $579,709, while the
amount reflected on your balance sheet is $478,709.

7. Please t ell us why you  recorded the warrant issued with the August 2014 standby line of
credit as research and development expense.   Reference for us the authoritative literature
you relied upon to support your classification.

15. Subsequent E vents, page F -28

8. Please explain your planned accounting treatment for the March 2015 amendments to the
terms of the outstanding convertible promissory notes and warrants and reference for us
the authoritative literature you rely upon to support your accounting treatment.  Please
tell us how you reflected this accounting treatment in your pro forma and pro forma as
adjusted presentation in Capitalization on page 46.  In your response, please tell us
whether thes e amendments or your planned IPO causes you to stop accounting for your
October and December 2014 warrant issuances as liabilities.

Lisa A. Conte
Jaguar Animal Health, Inc.
April 16, 2015
Page 3

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that th e filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging 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 t o 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 effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Lisa A. Conte
Jaguar Animal Health, Inc.
April 16, 2015
Page 4

 You may contact Frank Wy man at (202) 551 -3660 or Mark Brunhofer at (202) 551 -3638
if you have questions regarding comments on the financial s tatements and related matters.
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