SecProbe.io

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 April 28, 2026
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Attn:
 Daniel Crawford

 Re:
 Alector, Inc.
 Registration Statement on Form S-3
 Filed March 12, 2026
 File No. 333-294241
 Acceleration Request Requested Date:
April 30, 2026 Requested Time: 4:05 p.m. Eastern Time, or as soon as thereafter practicable
 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Alector, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-294241) (the “Registration
Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone
call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Wilson Sonsini
Goodrich & Rosati, P.C., by calling Michael Coke at 650-565-3596.

 Sincerely,

 Alector, Inc.

 /s/ Arnon Rosenthal

 Arnon Rosenthal, Ph.D.

 Chief Executive Officer

 cc:
 Danielle Pasqualone, Alector, Inc.
 Michael Coke, Wilson Sonsini Goodrich & Rosati, P.C.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2026

Arnon Rosenthal, Ph.D.
Chief Executive Officer
Alector, Inc.
131 Oyster Point Blvd., Suite 600
South San Francisco, CA 94080

 Re: Alector, Inc.
 Registration Statement on Form S-3
 Filed March 12, 2026
 File No. 333-294241
Dear Arnon Rosenthal Ph.D.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Michael Coke, Esq.
</TEXT>
</DOCUMENT>

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 April 27, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention: Jason Drory

Re:

Alector, Inc.

Registration Statement on Form S-3

Filed February 28, 2023

File No. 333-270126

Acceleration Request

Requested Date:

May 1, 2023

Requested Time:

4:05 p.m. Eastern Time,

or as soon thereafter as practicable

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Alector, Inc. (the “Company”) hereby respectfully requests that the above-referenced Registration Statement on Form S-3 (File No. 333-270126) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its
counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Michael Coke at (650)
565-3596.

 Please direct any questions or comments regarding this acceleration request to Michael Coke.

Sincerely,

Alector, Inc.

By:

/s/ Arnon Rosenthal

Arnon Rosenthal, Ph.D.

Co-founder and Chief Executive Officer

cc:
 Michael E. Coke, Wilson Sonsini Goodrich & Rosati, Professional Corporation

 Alector

 131 Oyster Point Blvd, Suite
600

South San Francisco, CA 94080

alector.com

United States securities and exchange commission logo
March 7, 2023
Arnon Rosenthal, Ph.D.
Chief Executive Officer
Alector, Inc.
131 Oyster Point Blvd., Suite 600
South San Francisco, CA 94080
Re:Alector, Inc.
Registration Statement on Form S-3
Filed February 28, 2023
File No. 333-270126
Dear Arnon Rosenthal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Coke

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 January 27, 2020

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:        Chris Edwards

Re:
 Alector, Inc.

Registration Statement on Form S-1

(File No. 333-236094)

Acceleration Request

Requested Date:    Wednesday, January 29, 2020

Requested Time:   4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Alector, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-236094) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or
at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael E. Coke at (650) 565-3596 or Melissa S. Rick at (650) 849-3059.

[Signature page follows]

Sincerely,

ALECTOR, INC.

/s/ Arnon Rosenthal

Arnon Rosenthal, Ph.D.

Chief Executive Officer

Enclosures

cc (w/o enclosures):

 Stephanie Yonker, Ph.D., Alector, Inc.

Kenneth A. Clark, Wilson Sonsini Goodrich & Rosati, P.C.

Michael E. Coke, Wilson Sonsini Goodrich & Rosati, P.C.

Melissa S. Rick, Wilson Sonsini Goodrich & Rosati, P.C.

Alan F. Denenberg, Davis Polk & Wardwell LLP

Stephen Salmon, Davis Polk & Wardwell LLP

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 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

Goldman Sachs & Co. LLC

 200 West Street

New York, New York 10282

 BofA Securities, Inc.

One Bryant Park

 New York, New York 10036

Cowen and Company, LLC

 599 Lexington Avenue

New York, New York 10022

 January 27, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Chris Edwards

Re:
 Alector, Inc.

Registration Statement on Form S-1 (File
No. 333-236094)

 Request for Acceleration of Effective Date

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, hereby join in the request of Alector, Inc. (the “Company”) for acceleration of the effective date of
the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on January 29, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich &
Rosati, P.C., request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as
representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 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.

 [Signature page follows]

Very truly yours,

 MORGAN STANLEY & CO. LLC

GOLDMAN SACHS & CO. LLC

 BOFA SECURITIES, INC.

COWEN AND COMPANY, LLC

Acting severally on behalf of themselves and the several Underwriters

MORGAN STANLEY & CO. LLC

By:

 /s/ Kalli Dircks

Name: Kalli Dircks

Title:   Executive Director

GOLDMAN SACHS & CO. LLC

By:

 /s/ Lyla Bibi Maduri

Name: Lyla Bibi Maduri

Title:   Managing Director

BOFA SECURITIES, INC.

By:

 /s/ Charles W. Newton IV

Name: Charles W. Newton IV

Title:   Managing Director

COWEN AND COMPANY, LLC

By:

 /s/ David Bohn

Name: David Bohn

Title:   Managing Director

 [Signature Page to Acceleration Request]

December 4, 2019
Arnon Rosenthal, Ph.D.
Chief Executive Officer
Alector, Inc.
131 Oyster Point Blvd. Suite 600
South San Francisco, California 94080
Re:Alector, Inc.
Draft Registration Statement on Form S-1
Filed December 2, 2019
CIK No. 0001653087
Dear Dr. Rosenthal:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Chris Edwards at (202) 551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael E. Coke

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 February 4, 2019

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of
Healthcare & Insurance

 100 F Street, N.E.

Washington, DC 20549-3720

Attention:
 J. Nolan McWilliams

 Keira Nakada

 Jim Rosenberg

Re:
 Alector, Inc. Registration Statement on Form S-1

 (File No. 333-229152)

 Acceleration Request

Requested Date:

Wednesday, February 6, 2019

Requested Time:

4:00 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Alector, Inc. (the “Company”) hereby requests that
the above-referenced Registration Statement on Form S-l (File No. 333-229152) (the “Registration Statement”) be declared effective at the
“Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Tony Jeffries at (650)
849-3223.

 [Signature page follows]

 Sincerely,

ALECTOR, INC.

/s/ Arnon Rosenthal

Arnon Rosenthal, Ph.D.

Chief Executive Officer

Enclosures

cc (w/o enclosures):
 Sabah Oney, Ph.D., Alector, Inc.

 Stephanie Yonker, Ph.D., Alector, Inc.

 Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C.

 Michael Coke, Wilson Sonsini Goodrich & Rosati, P.C.

 Alan F. Denenberg, Davis Polk & Wardwell LLP

 Stephen Salmon, Davis Polk & Wardwell LLP

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 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

One Bryant Park

 New York, New York 10036

Cowen and Company, LLC

 599 Lexington Avenue

New York, New York 10022

 Barclays Capital Inc.

745 7th Avenue

 New York, New York 10019

February 4, 2019

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Alector, Inc.

 Registration Statement on Form S-1

 Registration File No. 333-229152

 Dear 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, hereby join in the request of Alector, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on February 6,
2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, P.C., request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following
distribution of the Company’s preliminary prospectus dated January 29, 2019:

i.
 Dates of distribution: January 29, 2019 through the date hereof

Securities and Exchange Commission

 2

February 4, 2019

ii.
 Number of prospective underwriters to which the preliminary prospectus was furnished: 4

iii.
 Number of preliminary prospectuses furnished to investors: approximately 1726

iv.
 Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel,
independent accountants, and underwriters’ counsel: approximately 115

 We, the undersigned, as representatives of
the several underwriters, have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

Morgan Stanley & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith

  Incorporated

 Cowen and Company, LLC

Barclays Capital Inc.

 Acting severally on behalf of themselves and the several Underwriters

 By:

 Morgan Stanley & Co. LLC

 By:

 /s/ Chris Rigoli

Name: Chris Rigoli

Title: Vice President

By:

 Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

 By:

 /s/ Charles Newton

Name: Charles Newton

Title: Managing Director

 By:

Cowen and Company, LLC

 By:

 /s/ Tanya Joseph

Name: Tanya Joseph

Title: Managing Director

 By:

Barclays Capital Inc.

 By:

 /s/ Jason Haas

Name: Jason Haas

Title: Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

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 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

FOIA Confidential Treatment Requested Pursuant to 17 C.F.R. §200.83

The entity requesting confidential treatment is:

Alector, Inc.

 151 Oyster Point
Blvd., Suite 300

 South San Francisco, California 94080

Attention: Arnon Rosenthal, Ph.D.

Chief Executive Officer

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”

January 7, 2019

 VIA
EDGAR AND OVERNIGHT DELIVERY

 Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

 Washington,
D.C. 20549-3720

 Attn:

 Keira Nakada

 Jim Rosenberg

 J. Nolan McWilliams

 Dietrich King

 RE:

 Alector, Inc.

 Registration Statement on Form S-1

 CIK No. 0001653087

Ladies and Gentlemen:

On behalf of our client, Alector, Inc. (the “Company”), we submit this letter in response to Comment 8 of the
initial comments received from the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 7, 2018 (the “Comment
Letter”), relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), originally confidentially submitted in draft form to the Commission on
October 12, 2018 and filed on EDGAR on the date hereof.

 Because of the commercially sensitive nature of information
contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The

 1

 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential
treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information
and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we have recited the prior comment from the Staff in italicized type and have followed the
comment with the Company’s response.

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Critical Accounting Policies and Estimates

Stock-Based Compensation, page 81

6. Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common
stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting
for equity issuances including stock compensation and beneficial conversion features.

 Price Range

To assist the Staff in its evaluation of stock compensation disclosures and certain other matters, the Company advises the
Staff that the Company currently estimates a price range of $[*] to $[*] per share (the “Price Range”) for the initial public offering (the “IPO”) of the Company’s common stock, resulting in a midpoint of the
Price Range of $[*] per share (the “Midpoint Price”). The Price Range has been estimated based on a number of factors, including the progress of the Company’s studies and trials, other developments in the Company’s
business, input received from the Company’s “testing the waters meetings,” current market conditions and input received from Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Cowen and
Company, LLC (the “Lead Underwriters”), including discussions that took place on November 13, 2018 and January 3, 2019 among representatives of the Company and representatives of the Lead Underwriters.

The Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a
successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction. As is typical for initial public offerings, the Price Range was
not derived using a formal determination of fair value, but was determined as a result of discussions among representatives of the Company and the Lead Underwriters. During these discussions, the parties considered quantitative factors, as well as non-quantitative factors, such as the valuations of recently completed public offerings and evaluating those issuers’ respective stages of development as compared to the Company, the current valuations of
public companies at a similar stage of clinical development as the Company taking into account the number of programs of those companies as compared to the Company, and recent market conditions. Prior to November 13, 2018, the Lead Underwriters
had not provided the Company with a specific estimated price range. The Price Range also does not reflect any stock split the Company may effect prior to the IPO.

The actual bona fide price range to be included in the Registration Statement has not yet been
determined and remains subject to adjustment based on further discussions between the Company and the Lead Underwriters, developments in the Company’s business, market conditions and other factors that are

 2

 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

outside of the Company’s control. However, the Company believes that the actual bona fide price range will be
within the Price Range. In addition, the actual price range to be included in the Registration Statement will be reflected in an amendment to the Registration Statement that will be filed before the commencement of the road show and will comply with
the Staff’s interpretation regarding the parameters of a bona fide price range.

 Stock Option Grants and
Common Stock Valuation

 As stated in the Registration Statement, the Company has granted stock-based awards, consisting
of stock options, to its service providers. Prior to converting from a limited liability company to a corporation in October 2017, the Company granted profit interest units. The profit interest units were economically equivalent to stock options. As
described in the Registration Statement, for accounting purposes, the Company measured the fair value of the profit interest units based on valuations of the Company’s common units as determined by the Company, including based on an unrelated
third-party valuation report and applying the Black-Scholes option-pricing model. The profit interest units were converted to shares of restricted common stock at the time of conversion from a limited liability company to a corporation. For purposes
of this letter, we will be discussing grants of stock-based awards after the time of conversion.

 In June 2018, the FASB
issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07). The new standard simplifies the accounting for share-based
payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company early adopted ASU 2018-07 effective July 1, 2018. The early adoption
of this new standard did not have a material impact on the Company’s consolidated financial statements.

 The Company
measures stock-based compensation expense for stock options granted to its service providers on the date of grant and recognizes the corresponding compensation expense of those awards over the requisite service period on a straight-line basis, which
is generally the vesting period of the respective award.

 The Registration Statement describes the Company’s use of
the Black-Scholes option-pricing model for the purpose of calculating the estimated grant date fair value of the stock options. The Company’s board of directors, with input from management, determined the estimated fair value per share of the
Company’s common stock to be:

 Valuation Date

Estimated Value
    of Common Stock

 Valuation Method

 09/25/17

$
 6.95

 OPM

 04/26/18

$
 8.16

 Hybrid PWERM OPM

 07/28/18

$
 8.47

 Hybrid PWERM OPM

 09/30/18

$
10.14

 Hybrid PWERM OPM

 These estimated fair values per share of common stock were determined after considering valuation reports from
independent third-party valuation specialists as well as other objective and subjective factors as appropriate, including the progress of the Company’s studies and trials, the Company’s stage of development and programs, the Company’s
cash burn and cash balances, the value of public companies with similar profiles to the Company, the likelihood of achieving a liquidity event, the submission of term sheets for financing rounds, the issuance of preferred stock and the rights,
preferences and privileges of preferred stock as compared to common stock, the impact of the collaboration transaction with AbbVie,

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 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

and the other factors described below. Set forth below in this letter is a discussion of each valuation and option grant since October 12,
2017, along with a comparison of the estimated fair value of the Company’s common stock to the Midpoint Price.

 The
following table presents a summary of the equity awards made by the Company since October 12, 2017:

 Grant date

Type of
award

Number of
shares

Exercise price
of options per
share

Estimated
fair value
of common
stock per
share on
grant date

 10/12/17

*

*

$
*

$
 6.95

 10/25/17

Options

22,500

$
6.95

$
 6.95

 01/19/18

Options

45,500

$
6.95

$
 6.95

 02/12/18

Options

32,000

$
6.95

$
 6.95

 04/02/18

Options

84,750

$
6.95

$
 6.95

 06/01/18

Options

102,000

$
8.16

$
 8.16

 07/02/18

Options

2,209,000

$
8.16

$
 8.16

 08/15/18

Options

193,250

$
8.47

$
8.47

 09/04/18

Options

375,500

$
8.47

$
8.47

 11/06/18

Options

2,021,584

$
10.14

$
10.14

 *

 Represents the date of conversion of the Company from a limited liability company to a corporation.

 September 25, 2017 Valuation

In preparing the September 25, 2017 valuation, the Company determined its enterprise value using option pricing method
(“OPM”) back solve method described in the Registration Statement. The resulting estimated fair value of the Company’s common stock was $6.95 per share on a non-marketable, minority
basis.

 In an OPM framework, the back solve method for inferring the equity value implied by a recent financing
transaction involves making assumptions for the expected time to liquidity, volatility, and risk-free rate and then solving for the value of equity such that value for the most recent financing equals the amount paid. This method was selected as
management concluded that the contemporaneous proposed financing transaction was an arm’s-length transaction.

The Company performed a valuation on September 25, 2017, just prior to the conversion to a corporation on
October 12, 2017, based on several term sheets that the Company had received for an anticipated Series E preferred stock financing. Based on the term sheets, the proposed Series E preferred stock was expected to have a per share issue price of
$[*] (representing a [*]x increase from the per share issue price of the Series D preferred stock issued in late 2015) which was then “back solved” to the capitalization of the Company to arrive at the per common share fair value. As of
this valuation date, the Company was at an early stage of development and future liquidity events were difficult to forecast.

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 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

October 25, 2017, January 19, 2018, February 12, 2018, and April 2, 2018 Grants

At each grant date set forth above, the Company’s board of directors determined that the estimated fair value of the
Company’s common stock was $6.95 per share in consideration of the valuation analysis as of September 25, 2017, and other objective and subjective factors as appropriate.

In connection with its determination that the $6.95 per share estimated fair value was appropriate at each grant date set
forth above, as applicable, the Company’s board of directors considered the following events and transitions in the Company’s business and their impact on the Company’s value:

 •

 On October 12, 2017, the Company completed its conversion from a limited liability company to a
corporation. As noted above, the Company had received several term sheets for a proposed new round of Series E preferred stock, and the Company continued to actively negotiate with various interested investors on the terms of such financing round,
but the negotiations were not completed until later, in April 2018.

 •

 On October 16, 2017, the Company entered into the Co-Development
and Option Agreement with AbbVie Biotechnology, Ltd. (the “AbbVie Agreement”). The AbbVie Agreement provided the Company additional funding in 2017 and 2018 for research and development on two product candidates, AL002 and AL003, as
disclosed in the Registration Statement. This was a positive development for the Company, but the Company continued to negotiate a proposed Series E preferred stock financing. The valuations being negotiated for the proposed Series E preferred stock
financing were attractive to the Company. Also, the proposed lead investors who presented the term sheets to the Company took into account the potential AbbVie Agreement given that they were aware of the ongoing negotiations through the due
diligence process for the financing. As a result, the Company did not need to attribute additional value to the AbbVie Agreement when considering the fair value of its common stock given that the proposed term sheets already reflected the
probability of such transaction occurring. In addition, AbbVie had committed $20 million to the Series E preferred stock financing, but as noted, the round had not closed yet.

 •

 The Company continued its product candidate preclinical research and development efforts, but was still
several months away from commencing its clinical trials.

 •

 With respect to the broader biotech and pharmaceutical industry, uncertainty on the U.S. domestic political
front continued with the partisan debates on the Affordable Care Act, but no changes resulted. Such political and industry uncertainty existed, but the biotech sector continued to experience accelerating activity in the IPO markets.

 April 26, 2018 Valuation

In preparing the April 26, 2018 valuation, the Company commenced using a hybrid of the probability-weighted expected
return model (“PWERM”) and the option pricing method (“OPM”) described in the Registration Statement. The hybrid method applied the PWERM utilizing the probability of going public and the OPM was utilized in the
remaining private scenario. The hybrid method was used because the Company decided to begin to consider near-term IPO scenarios, factoring in the inherent uncertainty associated with being able to complete an IPO. The resulting estimated fair value
of the Company’s common stock was $8.16 per share on a non-marketable, minority basis. The key drivers in the increased price included the following:

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 CONFIDENTIAL TREATMENT REQUESTED

BY ALECTOR, INC.: ALEC-0003

 •

 The valuation was performed contemporaneously with the April 2018 completion of the first tranche of the
Series E preferred stock for approximately $70 million, or $14.2154 per share, representing a 3.5x increase from the per share issue price at the time of the Series D preferred stock round in late 2015, but a decrease from the expected per
share

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 650 Page Mill Road

Palo Alto, CA 94304-1050

PHONE 650.493.9300

FAX 650.493.6811

www.wsgr.com

 January 7, 2019

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Healthcare &
Insurance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:
 J. Nolan McWilliams

 Dietrich King

 Keira Nakada

 Jim Rosenberg

Re:
 Alector, Inc.

 Draft Registration Statement on Form S-1

 Response Dated December 17, 2018

 CIK No. 0001653087

Ladies and Gentlemen:

 On behalf of our client,
Alector, Inc. (the “Company”), we submit this letter in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated
December 20, 2018 (the “Comment Letter”), relating to proposed disclosure in the Company’s Draft Registration Statement on Form S-1 (the “Registration Statement”).
We are concurrently submitting via EDGAR this letter and a revised draft of the Registration Statement. For the Staff’s reference, we have included both a clean copy of the Registration Statement and a copy marked to show all changes from the
version confidentially submitted on November 16, 2018.

 In this letter, we have recited the comment from the Staff in italicized,
bold type and have followed the comment with the Company’s response. Except for the page references contained in the comment of the Staff, or as otherwise specifically indicated, page references herein correspond to the page of the revised
draft of the Registration Statement.

 Response Dated December 17, 2018

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Revenue recognition, page F-10

1.
 Please revise the disclosure you proposed in response to comment 3 with respect to the
$242.8 million of milestones per program to describe the triggering events and to state whether it includes multiple indications and, if so, the number of indications.

AUSTIN    BEIJING    BOSTON    BRUSSELS    HONG
KONG    LONDON    LOS ANGELES    NEW YORK     PALO ALTO

SAN DIEGO    SAN
FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC    WILMINGTON, DE

 Securities and Exchange Commission

January 7, 2019

  Page
 2

 The Company acknowledges the Staff’s comments and advises the Staff that in response to
the Staff’s comments, the Company has revised the disclosure on pages F-10 and F-31 of the Registration Statement.

* * * *

 Securities and Exchange Commission

January 7, 2019

  Page
 3

 Please direct any questions with respect to this confidential submission to me at (650) 849-3223 or tjeffries@wsgr.com.

 Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Tony Jeffries

Tony Jeffries

cc:
 Arnon Rosenthal, Ph.D., Alector, Inc.

Sabah Oney, Ph.D., Alector, Inc.

Stephanie Yonker, Ph.D., Alector, Inc.

Michael Coke, Wilson Sonsini Goodrich & Rosati, Professional Corporation

Alan F. Denenberg, Davis Polk & Wardwell LLP

Stephen Salmon, Davis Polk & Wardwell LLP

December 20, 2018
Arnon Rosenthal, Ph.D.
Chief Executive Officer
Alector, Inc.
151 Oyster Point Boulevard
Suite 300
South San Francisco, CA 94080
Re:Alector, Inc.
Draft Registration Statement on Form S-1
Response Dated December 17, 2018
CIK No. 0001653087
Dear Dr. Rosenthal:
            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 circumstances 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.
Response Dated December 17, 2018
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue recognition, page F-10
1.Please revise the disclosure you proposed in response to comment 3 with respect to the
$242.8 million of milestones per program to describe the triggering events and to state
whether it includes multiple indications and, if so, the number of indications.
            You may contact Keira Nakada at (202) 551-3659 or Jim Rosenberg, Senior Assistant
Chief Accountant, at (202) 551-3679 if you have questions regarding comments on the financial

 FirstName LastNameArnon Rosenthal, Ph.D.
 Comapany NameAlector, Inc.
 December 20, 2018 Page 2
 FirstName LastName
Arnon Rosenthal, Ph.D.
Alector, Inc.
December 20, 2018
Page 2
statements and related matters. Please contact J. Nolan McWilliams, Attorney-Advisor, at (202)
551-3217 or Dietrich King, Attorney-Advisor, at (202) 551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Tony Jeffries

December 4, 2018
Arnon Rosenthal, Ph.D.
Chief Executive Officer
Alector, Inc.
151 Oyster Point Boulevard
Suite 300
South San Francisco, CA 94080
Re:Alector, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Filed November 16, 2018
CIK No. 0001653087
Dear Dr. Rosenthal:
            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 circumstances 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.
Amended Draft Registration Statement
Overview, page 1
1.We note your response to comment 3.  Please provide context for the research and
development pipeline table by including footnotes that set forth a concise but materially
complete description of each program.  Please also discuss the scope of the research phase
and, given the placement of the arrows, the extent to which the programs listed are
preparing to transition to the pre-clinical trial phase.

 FirstName LastNameArnon Rosenthal, Ph.D.
 Comapany NameAlector, Inc.
 December 4, 2018 Page 2
 FirstName LastName
Arnon Rosenthal, Ph.D.
Alector, Inc.
December 4, 2018
Page 2
Our Pipeline Program
Our PGRN Product Candidates Development Plan, page 104
2.We note your response to comment 1.  Please remove the statement that your PGRN
product candidates have "demonstrated efficacy in an animal disease model" or explain to
us why this statement is appropriate in the context it is made.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue recognition, page F-10
3.Please refer to your response to comment 13 and disclose the following:
•The duration over which the Phase 2 clinical trials are expected to be completed for
each program (i.e. AL002, AL003), and
•The amounts, by program, of AbbVie's exercise option and the aggregate approval
milestones indicating the number of indications covered..
            You may contact Keira Nakada at (202) 551-3659 or Jim Rosenberg, Senior
Assistant Chief Accountant, at (202) 551-3679 if you have questions regarding comments on the
financial statements and related matters. Please contact J. Nolan McWilliams, Attorney-Advisor,
at (202) 551-3217 or Dietrich King, Attorney-Advisor, at (202) 551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Tony Jeffries

November 7, 2018
Arnon Rosenthal, Ph.D.
Chief Executive Officer
Alector, Inc.
151 Oyster Point Boulevard
Suite 300
South San Francisco, CA 94080
Re:Alector, Inc.
Draft Registration Statement on Form S-1
Filed October 12, 2018
CIK No. 0001653087
Dear Dr. Rosenthal:
            We have reviewed your 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 circumstances 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.
Draft Registration Statement on Form S-1
Overview, page 1
1.Please revise throughout to remove any inference regarding the efficacy of your product
candidates, that your product candidates are more likely than others to receive FDA or
foreign approval, or that your product candidates are more likely to receive faster
approvals.  Given that the determination of a product's safety and efficacy is solely within
the FDA's authority and your product candidates have not yet completed clinical trials,
these inferences are not appropriate.  We note by way of example your statement in the

 FirstName LastNameArnon Rosenthal, Ph.D.
 Comapany NameAlector, Inc.
 November 7, 2018 Page 2
 FirstName LastNameArnon Rosenthal, Ph.D.
Alector, Inc.
November 7, 2018
Page 2
second bullet point on page 1 regarding your ability to "obtain meaningful indications of
efficacy earlier than would otherwise be expected"; your statement in the last full
paragraph that certain clinical trials "have the potential to demonstrate clinical efficacy
more quickly"; your statement on page 101 regarding "efficacy in an animal disease
model"; and similar statements elsewhere in the prospectus.
2.Refer to the clinical pipeline table on pages 2 and 88.  Please include columns for each of
Phase 1, 2, and 3 clinical trials and clarify that AL001 is in the beginning of Phase 1.
3.Refer to the table captioned "Programs in R&D" on pages 2 and 88.  Please tell us why
you believe it is material to investors to include this table in the prospectus summary.  In
this regard, we note you have four product candidates that appear to be significantly more
advanced in their development than the candidates in the "Programs in R&D" table and
you are prioritizing the development of the more advanced candidates over the
development of the other candidates.  If you believe it is material to retain the "Programs
in R&D" table, please further differentiate it from the pipeline table appearing
immediately above it in order to reduce the risk of the tables being viewed as a single
table.
4.Please balance the first paragraph following the tables on page 2 and 88 by clarifying that
orphan drug designation does not convey any advantage in or shorten the duration of the
regulatory review and approval process.
5.In the first paragraph following the tables on page 2, please define pharmacokinetic and
pharmacodynamic and briefly explain the different characteristics in AL001 and AL101.
Implications of Being an Emerging Growth Company, page 5
6.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
Use of Proceeds, page 63
7.Refer to the fourth and fifth bullet points.  Please specify how far in the development of
each of preclinical pipeline and Discovery Program you expect to reach with the proceeds
of the offering. To the extent any material amounts of other funds are necessary to
accomplish the specified purposes, state the amounts and sources of other funds needed
for each specified purpose and the sources. Refer to Instruction 3 to Item 504 of
Regulation S-K.

 FirstName LastNameArnon Rosenthal, Ph.D.
 Comapany NameAlector, Inc.
 November 7, 2018 Page 3
 FirstName LastNameArnon Rosenthal, Ph.D.
Alector, Inc.
November 7, 2018
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 81
8.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features.
Our Strategy, page 90
9.You state that you are focused on a biomarker-driven approach.  Please discuss whether
this approach may limit the potential market for your product candidates and whether you
may be required to conduct additional clinical trials on a broader patient population in
order to obtain approval.  We note your disclosure on page 88 that you anticipate initiating
a clinical trial in an additional genetic subset of FTD patients.
Our Pipeline Programs, page 94
10.For each of the PGRN, TREM2, and SIGLEC 3 preclinical trials discussed in this section,
please expand the description of these trials to provide specific details and results of the
studies, including, the date(s) of the trials and the location; the identity of any trial
sponsor, as applicable; patient information (e.g., number of animals modeled and treated
and the criteria for participation in the study); duration of treatment and dosage
information (both amount and frequency); the specific endpoints established by the trial
protocol; and actual results observed, including whether statistical significance was
demonstrated and the p-values supporting statistical significance.  Similarly revise the
description of the Phase 1 trials to the extent this information is available.
Anti-Takeover Effects of Certain Provisions of Delaware Law . . . .
Exclusive Forum, page 159
11.We note that the amended and restated Certificate of Incorporation that will be effective
on closing of this offering and your disclosure here identifies the Delaware Court of
Chancery as the exclusive forum for certain litigation, including “any derivative action.”
 Please disclose whether this provision applies to actions arising under the Exchange Act.
In this regard, we note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder.  If this provision does not apply to actions
arising under the Exchange Act, please ensure that the exclusive forum provision in your
governing documents states this clearly.
12.We note that the amended and restated Certificate of Incorporation that will be effective

 FirstName LastNameArnon Rosenthal, Ph.D.
 Comapany NameAlector, Inc.
 November 7, 2018 Page 4
 FirstName LastName
Arnon Rosenthal, Ph.D.
Alector, Inc.
November 7, 2018
Page 4
upon closing of this offering and your disclosure identify the federal district courts as the
exclusive forum for claims arising under the Securities Act.  Please revise your disclosure
to state that a court may determine that the provision is unenforceable, and to state that
shareholders will not be deemed to have waived the company’s compliance with the
federal securities laws and the rules and regulations thereunder.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue recognition
Collaboration Revenue, page F-10
13.Regarding your collaboration with AbbVie, please provide us the following:
•An analysis with reference to the accounting literature on which you relied supporting
your accounting for AbbVie's option to enter into a license and collaboration
agreement with you.
•The duration over which the Phase 2 clinical trials are expected to be completed.
•A description and amount by milestone, option-exercise fee or by type for the $985.6
million in milestone payments and option-exercise fees.
General
14.Please provide us mockups of any pages that include any additional graphics or artwork,
including accompanying captions.  Please keep in mind, in scheduling printing and
distributing the preliminary prospectus, that we may have comments after reviewing the
materials.  For guidance, refer to Securities Act Forms Compliance and Disclosure
Interpretation 101.02.
15.We have received your application for confidential treatment for portions of
certain exhibits.  Please note we will provide under separate cover any comments we may
have on your application.
            You may contact Keira Nakada at (202) 551-3659 or Jim Rosenberg, Senior Assistant
Chief Accountant, at (202) 551-3679 if you have questions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams, Attorney-Advisor, at (202)
551-3217 or Dietrich King, Attorney-Advisor, at (202) 551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Tony Jeffries