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May 26, 2017

VIA EDGAR

U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Attention:  Suzanne Hayes
                   Assistant Director

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. Hayes:

On behalf of our client, Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), we hereby provide responses to comments (the “Comments”) of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in its letter dated May 15, 2017 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”) and Annual Report on Form 10-K (the “Annual Report”).  Contemporaneous with this filing, the Company is filing on the EDGAR system an Amendment No. 2 to the Registration Statement on Form S-4 (the “S-4/A”) and Amendment No. 1 to the Annual Report on Form 10-K (the “10-K/A”) reflecting the responses of the Company below.

The Company’s responses are numbered to correspond to the Comments as numbered in the Letter.  For your convenience, each of the Comments contained in the Letter have been restated in bold below in their entirety, with the Company’s corresponding response set forth immediately under such comment.  In the responses below, page number references are to the S-4/A and 10-K/A, as applicable.

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 stock, 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.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the Registration Statement and proxy card to allow for separate voting for the above-referenced matters as requested.

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 period that Napo

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

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on the outside cover page of the joint proxy statement/prospectus within the Registration Statement and elsewhere throughout the Registration Statement to include prominent disclosure quantifying the minimum Hurdle Amounts, that Napo shareholders may not receive any shares of Jaguar in the merger, and the minimum time period that Napo shareholders will need to wait prior to the vesting of the contingent rights.  In the revised disclosure, the Company has clarified that although the contingent rights will vest upon the satisfaction of the applicable Hurdle Amount, Jaguar may defer making the final determination of the shares issuable to the contingent right holders until the later of (i) the date when any and all indemnification claims timely made under the merger agreement are satisfied and (ii) April 1, 2020.

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).

Response:  The Company respectfully acknowledges the Staff’s Comment and has included a Q&A describing the conditions to the merger on page 9 of the S-4/A.

4.                                      We note your reference to what Jaguar stockholders will receive 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.

Response:  The Company respectfully acknowledges the Staff’s Comment and has included a separate Q&A describing what Jaguar stockholders will receive in the merger on pages 9-10 of the S-4/A.

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.

Response:  The Company respectfully acknowledges the Staff’s Comment and advises the Staff that, in determining that the issuance of shares of Jaguar common stock and non-voting common stock to certain of Napo’s creditors and an existing Napo stockholder will be exempt from registration under Section 4(a)(2), the Company considered the following factors: (i) the securities will be issued to less than ten sophisticated investors who have sufficient knowledge of financial and business matters to evaluate the risks and merits of the investment, (ii) there was no public solicitation or advertising with respect to the issuance of the Jaguar common stock and non-voting common stock, and (iii) the investors have a pre-existing relationship with Jaguar given that Napo and Jaguar are affiliated companies with an overlapping chief executive officer and Napo owning approximately 19% of the outstanding shares of Jaguar. Napo’s creditors and existing Napo stockholder are aware that, upon issuance, the securities will be restricted securities that may not be resold without registration under the

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Securities Act of 1933, as amended (the “Securities Act”), or another valid exemption therefrom and appropriate legends will be affixed to these securities.

Merger Consideration, page 18

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

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the disclosure on pages 22-23 of the S-4/A to disclose the market value of the shares of Jaguar common stock (the “Merger Shares”) to be issued for each share of Napo common stock based on an assumed share price of $1.10 per share and $1.00 per share, respectively.  The Company believes that calculating the market value of the Merger Shares to be issued for each share of Napo common stock using these assumed prices is more useful to investors than calculating such market value on the basis of the price of Jaguar common stock as of the latest practicable date (the “Current Market Price”) because the Investor Rights Agreement (the “Investor Rights Agreement”), dated March 31, 2017, between the Company and Nantucket Investments Limited (“Nantucket”) imposes certain restrictions on the sale of the Tranche A Shares and Tranche B Shares by Nantucket at less than $1.00 per share prior to April 1, 2018, such that utilizing the Current Market Price would likely be misleading and/or impracticable.

In particular, from the closing of the merger until the earlier of (i) April 1, 2020 and (ii) the date, if any, on which the aggregate net proceeds from sales of the Tranche A Shares exceed the applicable Hurdle Amount, Nantucket is obligated to sell some or all of its Tranche A Shares if the sale price is above the minimum per share price sufficient to satisfy the Hurdle Amount in effect at the time of the sale (the ‘‘Minimum Share Price’’ as defined in and subject to calculation and adjustment as specified in the Investor Rights Agreement). Until April 1, 2018, the Minimum Share Price is approximately $1.10 per share and will increase thereafter as the Hurdle Amount increases.

In addition, until April 1, 2018, Nantucket cannot sell any Tranche A Shares for a price which is below the greater of (i) $1.00 per share and (ii) the product obtained by multiplying 0.85 by the arithmetic average of the volume weighted average price of the Company’s shares during the ten consecutive trading day period prior to the proposed sale, without the Company’s consent. The Company has included a description of these sale restrictions in the revised disclosure on pages 22-23 of the S-4/A to provide context as to why the $1.00 per share and $1.10 per share figures are used for purposes of calculating the market value of the Merger Shares.

The Company has also included a cross reference to Annex E to the S-4/A, which provides the calculation of the number of Merger Shares issuable in three different scenarios, which the Company believes was necessary since Napo stockholders will receive a contingent right to receives shares of Jaguar common stock upon the consummation of the merger, and the number of Merger Shares issuable upon vesting of the contingent right varies depending on the Hurdle Amount and the amount of cash proceeds that Nantucket receives from the sale of Tranche A Shares and Tranche B Shares, to the extent that all the Tranche A Shares have been sold and the applicable Hurdle Amount has not yet been achieved.

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.

Response:  The Company respectfully acknowledges the Staff’s comment and, in response thereto, has revised the disclosure on pages 27-28 of the S-4/A to clarify that under the merger agreement, any of the closing conditions may be waived with the consent of the parties to the agreement, except for those conditions that may not be waived under applicable law.

Risk Factors

If the NASDAQ 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.

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the risk factor caption and discussion on page 35 of the S-4/A to clarify that de-listing can also apply if the combined company fails to obtain NASDAQ listing but decides to complete the transaction.  On April 27, 2017, Jaguar was notified by the Nasdaq Hearings Panel (the “Panel”) that it had determined to grant Jaguar’s request for continued listing on NASDAQ. According to the Panel’s final decision, Jaguar’s continued listing is only subject to the completion of Jaguar’s merger with Napo on or before July 31, 2017, and Jaguar’s compliance with NASDAQ’s $2.5 million stockholders’ equity requirement as a result of the merger. The final decision followed Jaguar’s April hearing before the Panel (the “Hearing”), at which Jaguar presented and reviewed with the Panel the merger terms along with its plan to evidence compliance with the stockholders’ equity requirement concurrent with the merger

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(including Jaguar’s submission to the Panel in advance of the Hearing of the Merger Agreement and corresponding financial terms).

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

Response:  The Company respectfully acknowledges the Staff’s Comment and has revised the risk factor on page 35 of the S-4/A to disclose the possibility of a decrease in the share price of Jaguar common stock if delisted and the adverse effect of such decrease on Nantucket’s ability to satisfy the Hurdle Amounts.

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.

Response:  The Company respectfully acknowledges the Staff’s comment and advises that 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 relationships 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.

Response:  The Company respectfully acknowledges the Staff’s comment and advises that, after further consideration, the Company has determined that this risk factor is not applicable and has deleted the risk factor from the S-4/A. The Company will review this determination in the future, including at such time as it enters into new relationships or agreements with third parties.

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.

Response:  The Company respectfully acknowledges the Staff’s comment and, in response thereto, has revised the disclosure on page 90 to include 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 determination that you are not required to file it pursuant to Item 601(b)(10) of Regulation S-K.

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Response:  The Company acknowledges the Staff’s comment and respectfully submits that the agreement evidencing the arrangement (the “MOU”) between Jaguar and the leading multinational animal health pharmaceutical firm relating to Equilevia (the “Counterparty”)  is not a “material contract” for purposes of Item 601(b)(10) of Regulation S-K and therefore is not required to be filed as an exhibit to the S-4/A. Item 601(b)(10) of Regulation S-K defines a material contract, in relevant part, as a “contract not made in the ordinary course of business which is material to the registrant.” This item further states that a contract that “ordinarily accompanies the kind of business conducted by the registrant” shall be deemed to be made in the ordinary course of business and does not need to be filed unless it falls within one of several specifically enumerated categories, in which case it must be filed unless it is immaterial in amount or significance.

The Company, like other pharmaceutical companies, regularly enters into arrangements providing for an exclusive evaluation period for its product candidates.  These arrangements do not obligate either party thereto to make any financial commitment in connection with the Company’s product candidates. Instead, these agreements generally set forth the general terms a