SecProbe.io

Mail Stop 4546

 May 15, 2017

Lisa A. Conte
Chief Executive Officer and President
Jaguar Animal Health, Inc.
201 Mission Street, Suite 2375
San Francisco, California 94105

Re: Jaguar  Animal Health, Inc.
Registration Statement on Form S -4
Filed April 18 , 2017
  File No. 333 -217364
  Form 10 -K for Fiscal Year Ended December 31, 2016
  Filed February 15, 2017
File No. 001 -36714

Dear Ms. Conte :

We have reviewed your 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 informati on.  If you do not believe our comments apply to your facts and
circumstances 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
provid e in response to these  comments, we may have  additional comments.

General

1. Please revise your registration statement and proxy card to allow for separate voting on the
increase of authorized shares of common stock, authorization of non -voting common sto ck,
and Nantucket’s prior written consent for issuance of dividends.   You may condition the
completion of the transaction on shareholder approval of the separate proposals.

2. Please include prominent disclosure quantifying the minimum Hurdle Amounts needed  for
the vesting of the contingent rights to be issued in the merger and that Napo shareholders
may not receive any shares of Jaguar in the merger.   Please also disclose the minimum time

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 2

 period that Napo holders will need to wait prior to the vesting of th e contingent rights.   It
would appear from disclosure on page 10 that the contingent rights will not vest for at least
three years.

Questions and Answers about the Merger, page 9

3. Please provide a Q& A describing the conditions to the merger.  We note the related
discussion in your summary and that the merger will not be completed unless Jaguar
stockholders approve proposals (i), (iv) and (v).

4. We note your reference to what Jaguar stockholders will r eceive under “What will Napo
stockholders receive in the merger for their shares?”  Under a separate Q&A please provide
a description of what Jaguar stockholders will receive in the merger.

Summary – The Merger
The Proposed Merger, page 17

5. Please tell us  the factors you considered in determining that the issuance of Jaguar common
stock are exempt pursuant to Section 4(a)(2), Regulation D or Regulation S.

Merger Consideration, page 18

6. Please disclose the market value of the shares that will be issued fo r each share of Napo
common stock as of the latest practicable date.

Conditions to Completion of the Merger, page 22

7. Please revise “Conditions to the Completion of the Merger” to identify conditions that the
parties may waive.

Risk Factors
If the NASDA Q Stock Market determines the merger with Napo…, page 28

8. If the listing approval is a condition that can be waived, please revise the caption and
discussion to clarify that the consequences also apply if the combined company fails to
obtain NASDAQ listing  but decides to complete the transaction.   Please tell us whether
NASDAQ will determine if the transaction is a change of control transaction prior to
shareholders voting at the special meeting.

9. Please disclose the possibility of a decrease in the share p rice of your common stock if
delisted and the effect that would have on Nantucket’s ability to satisfy the Hurdle Amounts.

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 3

 The Elanco Agreement is important to Jaguar's business…, page 34

10. Please tell us whether Glenmark has consented to the quality assessment of their facility that
is the subject of the Elanco Agreement.

The success of the combined company will also depend on the pre -existing…, page 82

11. Please identify any material relati onships or agreements that are likely to be affected by the
transaction, describe the nature of the relationship and the potential consequences if the
transaction results in the cancellation of a material agreement or negative impact on a
relationship with  a third party.

The combined company will record goodwill that could become impaired …, page 82

12. Please quantify the amount of goodwill included in the pro forma financial statements.

Jaguar Business, page 86

13. We note that Jaguar entered into an exclusive evaluation period with a leading multinational
animal health pharmaceutical firm relating to Equilevia.  Identify your collaborative partner
throughout the filing.   File the agreement as an exhibit or provide an analysis supporting
your determina tion that you are not required to file it pursuant to Item 601(b)(10) of
Regulation S -K.

Napo Business, page 118

14. Please edit your Product Pipeline table to clarify the current phase of development.   We note
from the MD&A section that Napo did not conduc t any clinical trial activity in 2016.

15. We note that Napo signed an agreement with Alamo Pharma Services, Inc. for the
establishment and management of a national sales team for Mytesi.  Please file the
agreement as an exhibit or provide an analysis support ing your determination that you are
not required to file it pursuant to Item 601(b)(10) of Regulation S -K.

16. We note that you have completed clinical studies for various indications.  Please expand
your disclosure for each indication to provide the specifi c details and parameters of the
studies such as primary and secondary endpoints, patient populations, and current status.

17. We note your description of competition for Napo’s products.  Please revise to include a
description of competitive conditions in th e marketplace and competing products, both
commercial and in development.

18. We note your statement that Napo’s pipeline includes prescription drug candidates which
are backed by strong Phase 2 evidence. Please clarify whether the Phase 2 clinical studies

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 4

 are complete for these products.  If the Phase 2 clinical trials are not complete, please revise
this statement to provide the proper context.

Government Regulation, page 129

19. Please expand this section to describe the regulation to which Napo’s business is  subject in
the United States and in foreign jurisdictions.

Market Prices of and Dividends on Jaguar Common Stock, page 154

20. Please include the market price information in this section.

Napo Management’s Discussion and Analysis of Financial Condition and Results of Operations
Refinancing, page 158

21. We note that Napo entered into settlement agreements with certain additional creditors.
Identify your additional creditors and file the agreements as exhibits or provide an analysis
supporting your determi nation that you are not required to file them pursuant to Item
601(b)(10) of Regulation S -K.

Background of the Merger, page 226

22. Please expand your discussion to clarify what strategic alternatives and other opportunities
were reviewed in the second half  of 2015, including continuing development, licensing, and
winding up the operations and distributing net cash to Jaguar shareholders in liquidation.
Your disclosure should identify the parties present at each meeting where members of the
Jaguar board and  management met with representatives from different financial institutions.

23. Please supplementally provide us with copies of all materials prepared by Stifel and shared
with your board of directors and their representatives, including copies of all board b ooks
and all transcripts and summaries, that were material to the board’s decision to approve the
merger agreement and the transaction contemplated thereby.

24. Please revise your disclosure throughout this section to provide greater detail as to the
backgrou nd of the transaction, including the material issues discussed and key negotiated
terms.  The disclosure should provide shareholders with an understanding of how, when,
and why the material terms of your proposed transaction evolved and why this transactio n is
being recommended as opposed to any alternatives.  In your revised disclosure, please
ensure that you address the following:

 the material terms in the initial proposal and subsequent proposals and counter offers;
 identification of the parties involve d;
 valuations;
 negotiation of the transaction documents and the parties involved;

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 5

  the Board’s basis for approving the proposed offer;
 at what point other strategic alternatives were eliminated from consideration; and
 details as to the debt restricting

25. Please expand the background disclosure to explain why a contingent right to receive shares
of Jaguar common stock was proposed as a form of consideration, rather than having the
shareholders receive all of the merger consideration at the closing of the me rger.

Opinion of Jaguar Financial Advisor, page 234

26. Please disclose the relevant selection criteria for each of the companies used by Stifel for
their analysis, including the underlying data for the companies such as number of products,
the pipeline, an d the clinical stage of products.  Please also disclose whether any of these
companies have products in commercial stage.  Finally, please disclose whether any
companies that met the selection criteria were excluded from the analysis and why.

27. In the compa rable company analysis for Napo, please disclose the basis for using the market
capitalization criteria and how the market capitalization for the selected companies compare
to Napo.   Similarly, please quantify the implied equity values for the target compa nies used
in the precedent transaction analysis.

28. We note that Jaguar disclosed f inancial projections to Stifel.   Please revise your registration
statement to disclose these projections.

Stock Options, page 253

29. Please expand this discussion to disclose the number of options held by each officer and
director that will vest upon the closing of this transaction.

Unaudited Pro Forma Combined Condensed Financial Statements
Acquisition of Napo, page 275

30. Please break out the amount of IPR&D separately from the developed technology.   Please
clarify the nature of the developed technology and whether it is a definite lived asset
subject to amortization, and estimated useful life.  For the IPR& D, please describe the
current status of the project(s) and the nature and timing of the remaining efforts and
related cash requirements necessary to develop the incomplete technology into a
commercially viable product.

2. Pro Forma Adjustments, page 276

31. Adjustment (a) shows an increase to cash of $2 million.  Note (a) describes an increase to
cash of $3 million and a decrease to cash of $2 million, resulting in a net increase to cash
of $1 million.  Please provide disclosure showing how you arrived at th e $2 million

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 6

 increase to cash in adjustment (a) or revise as necessary.  Indicate in the disclosure where
the $8 million of cash described in note (b) is reflected.  Also, explain where the $2
million of cash acquisition consideration is reflected.

32. Adjust ment (a) indicates it reflects recording the issuance of 45.2 million shares.
Adjustment (b) indicates it reflects recording the issuance of 43.0 million shares.  Please
disclose the number of shares issued assumed in the pro forma information and reconci le
to the statement on page 19 that discloses issuance of approximately 69.3 million shares
upon closing of the merger.

33. Reference is made to adjustment (d).  In light of the significant amount of goodwill you
plan to record in connection with this acquisiti on, please include a qualitative discussion
of the factors that make up the goodwill to be recorded.  Refer to ASC 805 -30-50-1.

34. Please show in detailed disclosure how the number of pro forma weighted average shares
outstanding was determined.

Napo Pharm aceuticals, Inc. Consolidated Financial Statements
Notes to Consolidated Financial Statements
12. Litigation Settlements, page F -64

35. Please tell us how the gain on settlement of $1,888,319 was calculated and the
authoritative literature you relied upon in the accounting for this litigation settlement.

Form 10 -K for the fiscal year ended December 31, 2016

Item 9A. Controls and Procedures
Internal Control Over Financial Reporting, page 132

36. You disclose that you have not included a report of management’s as sessment regarding
internal control over financial reporting or an attestation report of the company's
registered public accounting firm due to a transition period established by rules of the
SEC for newly public companies.  Please note that although you a re not required to have
an attestation report done by your independent public accounting firm, you are required
to include a report of management’s assessment regarding internal control over financial
reporting in your Form 10 -K due to the passage of time since your initial registration
statement and the number of Form 10 -Ks filed since that initial registration statement.
Please revise by amending your Form 10 -K for the year ended December 31, 2016 to
include this report as required by Item 308 of Regulat ion S -K.

Lisa A. Conte
Jaguar Animal Health, Inc.
May 15, 2017
Page 7

 37. In addition, please consider whether management’s failure to perform or complete its
report on internal control over financial reporting impacts its conclusions regarding the
effectiveness of your disclosure controls and procedures as of the end of the fiscal year
covered by the report and revise your disclosure as appropriate.

Exhibits 31.1 and 31.2

38. Please revise Item 4 of your Section 302 Certification to include the language set forth in
paragraph (B)(31) of Section 601 of Regulation S -K in its entirety.   In this regard, since
management is required to provide a report on its assessment of internal controls over
financial reporting in the Form 10 -K, as noted in the comment above, Item 4 of your
certification should include paragraph (b) which  certifies that you have designed such
internal controls over financial reporting, or caused such internal control over financial
reporting to be designed under your supervision, to provide reasonable assurance
regarding the reliability of financial report ing and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles.
Please revise by filing an amended Form 10 -K for the year ended December 31, 2016.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact  Vanessa Robertson at (202) 551 -3649  or Lisa Vanjoske at (202) 551 -
3614 i f you have questions regarding comments on the financial stat ements and related matters.
Please contact Jeffrey Gabor  at (202) 551 -2544  or Chris Edwards at (202) 551 -6761 with any
other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Michael Lee, Esq.
 Reed Smith LLP