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SEC Company Response from Dianthus Therapeutics, (DNTH) — Jun 18, 2018

Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585)
Date: June 18, 2018 · CIK: 0001690585 · Accession: 0001193125-18-195382

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File numbers found in text: 333-225178

Date
June 18, 2018
Author
Executive Director
Form
CORRESP
Company
Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585)

Letter

Re: Magenta Therapeutics, Inc.

June 18, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Registration Statement on Form S-1 (File No. 333-225178)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters (the “Underwriters”), hereby join in the request of Magenta Therapeutics, Inc. with respect to the effective time of the above-referenced Registration Statement so that it will become effective June 20, 2018, at 3:00 p.m. Eastern Time, or as soon thereafter as practicable.

In connection with this acceleration request and pursuant to Rule 460 under the Act, please be advised that, during the period from June 8, 2018 to the date of this letter, we have effected approximately the following distribution of copies of the preliminary prospectus, dated June 8, 2018, to underwriters, dealers, institutions, and others:

Requesting Party

Number of Copies

J.P. Morgan Securities LLC

1,580

Goldman Sachs & Co. LLC

Cowen and Company, LLC

Wedbush Securities Inc.

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,
J.P. MORGAN SECURITIES LLC

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 June 18, 2018

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Re:
Magenta Therapeutics, Inc.

 Registration Statement on Form
S-1 (File No. 333-225178)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the
several underwriters (the “Underwriters”), hereby join in the request of Magenta Therapeutics, Inc. with respect to the effective time of the above-referenced Registration Statement so that it will become effective June 20, 2018, at
3:00 p.m. Eastern Time, or as soon thereafter as practicable.

 In connection with this acceleration request and pursuant to Rule 460 under
the Act, please be advised that, during the period from June 8, 2018 to the date of this letter, we have effected approximately the following distribution of copies of the preliminary prospectus, dated June 8, 2018, to underwriters,
dealers, institutions, and others:

 Requesting Party

Number of Copies

 J.P. Morgan Securities LLC

1,580

 Goldman Sachs & Co. LLC

40

 Cowen and Company, LLC

137

 Wedbush Securities Inc.

145

 We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we
have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

J.P. MORGAN SECURITIES LLC

 GOLDMAN SACHS & CO. LLC

COWEN AND COMPANY, LLC

on behalf of themselves and as representatives of the Underwriters

J.P. MORGAN SECURITIES LLC

By:

/s/ David Ke

 Name:

 Title:

 David Ke

 Executive Director

GOLDMAN SACHS & CO. LLC

By:

/s/ Raffael Fiumara

 Name:

 Title:

 Raffael Fiumara

 Vice President

COWEN AND COMPANY, LLC

By:

/s/ Bill Follis

 Name:

 Title:

 Bill Follis

 Managing Director

 [Signature Page to Underwriters’ Acceleration Request Letter]