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 CORRESP

 4D Molecular Therapeutics, Inc.
 5858 Horton Street, #455
 Emeryville, California 94608 May 11, 2026
 VIA EDGAR United States Securities and
Exchange Commission Division of Corporation Finance Office
of Life Sciences 100 F Street, N.E. Washington, D.C.
20549-6010 Attention:  Lauren Hamill

 Re:
 4D Molecular Therapeutics, Inc. Registration Statement on Form S-3
(Registration No. 333-295650) To the addressee set forth above:
 In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-295650) (the “ Registration Statement ”) of 4D Molecular Therapeutics, Inc. We
respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on May 13, 2026, or as soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP
may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043
or John Williams at (415) 395-8223. Thank you for your assistance in this matter.

 Very truly yours,

 4D M OLECULAR T HERAPEUTICS , I NC .

 By:

 /s/ Kristian Humer

 Kristian Humer

 Chief Financial Officer

 cc:
 David Kirn, M.D., 4D Molecular Therapeutics, Inc.
 Scott Bizily, J.D., Ph.D., 4D Molecular Therapeutics, Inc.
 Mark V. Roeder, Latham & Watkins LLP
 John C. Williams, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2026

David Kirn
Chief Executive Officer
4D Molecular Therapeutics, Inc.
5858 Horton Street #455
Emeryville, CA 94608

 Re: 4D Molecular Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed May 7, 2026
 File No. 333-295650
Dear David Kirn:
 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 Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: John Williams
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 11, 2023
David Kirn, M.D.
Chief Executive Officer
4D Molecular Therapeutics, Inc.
5858 Horton Street #455
Emeryville, CA 94608
Re:4D Molecular Therapeutics, Inc.
Registration Statement on Form S-3
Filed August 9, 2023
File No. 333-273845
Dear David Kirn:
            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:       Phillip S. Stoup

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 4D Molecular Therapeutics, Inc.

5858 Horton Street, #455

Emeryville, California 94608

 August 11,
2023

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Life Sciences

 100 F Street, N.E.

 Washington, D.C.
20549-6010

 Attention:      Jason Drory

Re:
 4D Molecular Therapeutics, Inc. Registration Statement on Form S-3
(Registration No. 333-273845)

 To the addressee set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-273845) (the “Registration Statement”) of 4D Molecular Therapeutics, Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on August 15, 2023, or as soon as practicable thereafter, or at such other time thereafter as
our counsel, Latham & Watkins LLP may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043 or Phillip Stoup at (415) 395-8216.

 Thank you for your
assistance in this matter.

Very truly yours,

4D MOLECULAR THERAPEUTICS, INC.

By:

 /s/ August Moretti

August Moretti

Chief Financial Officer

cc:
 David Kirn, M.D., 4D Molecular Therapeutics, Inc.

Scott Bizily, J.D., Ph.D., 4D Molecular Therapeutics, Inc.

Mark V. Roeder, Latham & Watkins LLP

Phillip S. Stoup, Latham & Watkins LLP

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 4D Molecular Therapeutics, Inc.

5858 Horton Street, #455

Emeryville, California 94608

 September 1,
2022

 VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

 Attention:
    Dillon Hagius

 Re:     4D Molecular Therapeutics, Inc. Registration Statement on Form S-3 (Registration No. 333-267013)

 To the addressee set forth above:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-267013) (the “Registration Statement”) of 4D Molecular Therapeutics, Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on September 6, 2022, or as soon as practicable thereafter, or at such other time thereafter as
our counsel, Latham & Watkins LLP may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043 or Phillip Stoup at (415) 395-8216.

 Thank you for your
assistance in this matter.

Very truly yours,

4D MOLECULAR THERAPEUTICS, INC.

By:

/s/ August Moretti

August Moretti

Chief Financial Officer

cc:
 David Kirn, M.D., 4D Molecular Therapeutics, Inc.

Scott Bizily, J.D., Ph.D., 4D Molecular Therapeutics, Inc.

Mark V. Roeder, Latham & Watkins LLP

Phillip S. Stoup, Latham & Watkins LLP

United States securities and exchange commission logo
August 30, 2022
David Kirn, M.D.
Chief Executive Officer
4D Molecular Therapeutics, Inc.
5858 Horton Street #455
Emeryville, California 94608
Re:4D Molecular Therapeutics, Inc.
Registration Statement on Form S-3
Filed August 23, 2022
File No. 333-267013
Dear Dr. Kirn:
            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 Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark V. Roeder

CORRESP
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CORRESP

 4D Molecular Therapeutics, Inc.

5858 Horton Street, #455

Emeryville, California 94608

 April 13, 2022

 VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Attention:
 Alan Campbell

Re:
 4D Molecular Therapeutics, Inc. Registration Statement on Form S-3
(Registration No. 333-263925)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-263925) (the “Registration Statement”) of 4D Molecular Therapeutics, Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on April 15, 2022, or as soon as practicable thereafter, or at such other time thereafter as
our counsel, Latham & Watkins LLP may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043 or Phillip Stoup at (415) 395-8216.

 Thank you for your
assistance in this matter.

 Very truly yours,

4D MOLECULAR THERAPEUTICS, INC.

By:

/s/ August Moretti

August Moretti

Chief Financial Officer

cc:
 David Kirn, M.D., 4D Molecular Therapeutics, Inc.

Scott Bizily, J.D., Ph.D., 4D Molecular Therapeutics, Inc.

Mark V. Roeder, Latham & Watkins LLP

Phillip S. Stoup, Latham & Watkins LLP

United States securities and exchange commission logo
April 4, 2022
David Kirn, M.D.
Chief Executive Officer
4D Molecular Therapeutics, Inc.
5858 Horton Street #455
Emeryville, California 94608
Re:4D Molecular Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 29, 2022
File No. 333-263925
Dear Dr. Kirn:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark V. Roeder, Esq.

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 October 26, 2021

 United
States Securities and Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Michael Davis

Re:
 4D Molecular Therapeutics, Inc.

 Registration Statement on Form S-1 (File
No. 333-260508)

 Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that as of the time of this filing, the
underwriters have not yet made any distribution of the Preliminary Prospectus of 4D Molecular Therapeutics, Inc. (the “Registrant”) dated October 26, 2021. However, the underwriters are taking steps to see that all underwriters,
brokers or dealers participating in the public offering of shares of the Registrant’s common stock pursuant to the above-captioned Registration Statement are promptly furnished with sufficient copies of the preliminary and final prospectus to
enable them to comply with the prospectus delivery requirements of Sections 5(b)(1) and (2) of the Securities Act of 1933, as amended.

 We wish to advise you
that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m.
Eastern Time, on Thursday, October 28, 2021 or as soon thereafter as practicable.

 [signature page follows]

 Very truly yours,

GOLDMAN SACHS & CO. LLC

 SVB LEERINK LLC

EVERCORE GROUP L.L.C.

As representatives of the Underwriters

GOLDMAN SACHS & CO. LLC

By:

/s/ Elizabeth Wood

Name: Elizabeth Wood

Title: Managing Director

SVB LEERINK LLC

By:

/s/ Anurag Jindal, M.D.

Name: Anurag Jindal, M.D.

Title: Senior Managing Director

EVERCORE GROUP L.L.C.

By:

/s/ Maren Winnick

Name: Maren Winnick

Title: Senior Managing Director

 [Signature Page to Acceleration Request Letter]

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 4D Molecular Therapeutics, Inc.

5858 Horton Street, #455

Emeryville, California 94608

 October 26,
2021

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Life Sciences

 100 F Street, N.E.

 Washington, D.C.
20549-6010

 Attention:     Michael Davis

Re:   4D Molecular Therapeutics, Inc. Registration Statement on Form S-1 (Registration No. 333-260508)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-1 (Registration No. 333-260508) (the “Registration
Statement”) of 4D Molecular Therapeutics, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on October 28, 2021, or as
soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043 or Phillip Stoup at (415) 395-8216.

Thank you for your assistance in this matter.

Very truly yours,

4D MOLECULAR THERAPEUTICS, INC.

By:

/s/ August Moretti

August Moretti

Chief Financial Officer

cc:
 David Kirn, M.D., 4D Molecular Therapeutics, Inc.

Mark Roeder, Latham & Watkins LLP

Phillip Stoup, Latham & Watkins LLP

David Peinsipp, Cooley LLP

Charles S. Kim, Cooley LLP

Kristin VanderPas, Cooley LLP

United States securities and exchange commission logo
October 13, 2021
David Kirn, M.D.
Chief Executive Officer
4D Molecular Therapeutics, Inc.
5858 Horton Street #455
Emeryville, California 94608
Re:4D Molecular Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted October 8, 2021
CIK No. 0001650648
Dear Dr. Kirn:
            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 Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark V. Roeder, Esq.

United States securities and exchange commission logo
November 10, 2020
David Kirn
Chief Executive Officer
4D Molecular Therapeutics Inc.
5858 Horton Street #455
Emeryville, CA 94608
Re:4D Molecular Therapeutics Inc.
Draft Registration Statement on Form S-1
Submitted October 14, 2020
CIK No. 0001650648
Dear Dr. Kirn:
            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
Prospectus Summary
Overview, page 1
1.Please balance the disclosure in the summary with disclosure that your product candidates
are based on a novel AAV gene therapy technology with which there is limited regulatory
and clinical experience and that few gene therapy products have been approved by the
FDA or comparable foreign regulatory agencies Therefore, it is difficult to predict how
long it will take to development your product candidates and obtaining regulatory
approval.  Also disclose in the summary that the regulatory approval process for novel
product candidatescan be more expensive and take longer than for other, better known or
extensively studied therapeutic modalities. Finally, revise your disclosure on page 5 and

 FirstName LastNameDavid Kirn
 Comapany Name4D Molecular Therapeutics Inc.
 November 10, 2020 Page 2
 FirstName LastNameDavid Kirn
4D Molecular Therapeutics Inc.
November 10, 2020
Page 2
page 117 that you will "apply [y]our modular product design and engineering approach to
accelerate the pace of product development" to remove any implication that you will be
able to accelerate the development of your product candidates as such statements are
speculative.
2.Please delete the statements that an evolved vector increases the likelihood of success and
could accelerate the pace of product development and that your competitive advantages
and experience uniquely position you to successfully create, develop and manufacture
targeted gene therapies. Given the number of product candidates that never receive FDA
approval, the time required to obtain approval and the number of companies currently
developing product candidates, your statements that you are in a unique position, have an
increased likelihood of success and can develop products more quickly is not appropriate.
Our Therapeutic Vector Evolution Platform, page 2
3.Please substantiate your statement that you have developed an "industry-leading"
collection of synthetic capsid sequences.
4.Please revise your disclosure here and in the Business section to provide appropriate
context for various conclusions and predictions as to the performance of your product
candidates and revise and/or remove any statements that imply safety or efficacy as safety
and efficacy are determinations that are solely within the authority of the FDA or similar
foreign regulators. For example, we note statements that your vectors "achieved enhanced
delivery, increased transgene expression, reduced immunogenicity and/or improved
antibody resistance when compared to conventional AAV vectors," that you expect to
demonstrate improved safety and efficacy of your product candidates versus conventional
AAV vectors and various other claims regarding the superiority of your product
candidates to those using conventional AAV vectors, including certain statements in the
sections regarding competition and differentiation of your various product
candidates. Please revise your disclosure to remove any suggestion that there is an
expectation that your product candidates will be safe and effective or will have improved
safety and efficacy over conventional AAV vectors and instead refer to the relevant
objective data from your preclinical trials or studies that relate to your product candidate's
performance.
5.We note your disclosure here and in the Business section regarding preclinical head-to-
head comparisons between your targeted and evolved vectors with relevant conventional
AAV vectors.  If you have not conducted actual head-to-head trials, please revise your
disclosure to clearly state this fact and disclose why you believe these comparisons
are appropriate. If you provide disclosure regarding results from other trials, expand your
disclosure to provide the other information regarding these trials that would help an
investor make a meaningful comparison (e.g, number of subjects, dosage, how the
baseline was measured in each study, etc.).
Our Product Candidate Pipeline, page 3

 FirstName LastNameDavid Kirn
 Comapany Name4D Molecular Therapeutics Inc.
 November 10, 2020 Page 3
 FirstName LastNameDavid Kirn
4D Molecular Therapeutics Inc.
November 10, 2020
Page 3
6.We note your disclosure on page 166 that planning is underway for an IND-enabling GLP
toxicology and biodistribution study of 4D-710 in NHP. Please revise the pipeline table to
shorten the line for 4D-710 and revise the anticipated milestone accordingly. We also note
that you have included in your pipeline table 4D-710, 4D-135, 4D-3XX and 4D-7XX, all
of which appear to be in the discovery phase. Given the early-stage development of these
programs, please explain why each program is sufficiently material to your business to
warrant inclusion in your pipeline table.
7.Please explain what is involved in "lead-optimization" and why you believe this is a
separate and distinct development phase, as opposed to part of vector discovery and/or
IND-Enabling studies.
Implications of Being an Emerging Growth Company, page 7
8.Please supplementally 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.
Risk Factors
Our success depends on our ability to protect our intellectual property and our proprietary
technologies, page 51
9.Please revise this risk factor to disclose the patent rights or technologies subject to march-
in rights.
Use of Proceeds, page 86
10.Please revise to clarify whether you expect that you will able to complete the IND-
enabling studies for 4D-150 and 4D-710 and the Phase 1/2 clinical trial for 4D-125 using
the proceeds from this offering.
Business
Our Proprietary Therapeutic Vector Evolution Platform, page 140
11.Please substantiate your statement that you have the "largest and most diverse portfolio of
targeted and evolved vectors in the field of gene therapy."
Competition and Differentiation: AAV Gene Therapy for wet AMD and Diabetic Retinopathy,
page 150
12.We note your disclosure that, to your knowledge, 4D-150 would be the only AAV gene
therapy asset in wet AMD and DR that has shown superior transduction on human retinal
cells ex vivo versus conventional AAV vectors such as AAV2 and is the first gene therapy
product candidate for the eye to directly inhibit three different angiogenic growth factor
targets, including VEGF and PlGF. Please revise these statements to eliminate any

 FirstName LastNameDavid Kirn
 Comapany Name4D Molecular Therapeutics Inc.
 November 10, 2020 Page 4
 FirstName LastName
David Kirn
4D Molecular Therapeutics Inc.
November 10, 2020
Page 4
implication that 4D-150 is effective and to provide the data that support these claims.
Strategic Collaborations, page 172
13.Please provide the current expiration date for the last-to-expire licensed patent right under
the Roche Agreement, the uniQure agreements and the UC Agreements.
            You may contact Jenn Do at 202-551-3743 or Jeanne Baker at 202-551-3691 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Ada Sarmento at 202-551-3798 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 December 8, 2020

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:
 Ada Sarmento

 Suzanne Hayes

 Jenn Do

 Jeanne Baker

Re:
 4D Molecular Therapeutics, Inc.

 Registration Statement on Form S-1 (File No. 333-250150)

 Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between December 7, 2020
and the date hereof, approximately 2,457 copies of the Preliminary Prospectus, dated December 7, 2020, were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned
Registration Statement.

 We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We hereby join in the
request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Thursday, December 10, 2020 or as soon thereafter as practicable.

[signature page follows]

Very truly yours,

GOLDMAN SACHS & CO. LLC

BOFA SECURITIES, INC.

EVERCORE GROUP L.L.C.

As representatives of the Underwriters

GOLDMAN SACHS & CO. LLC

By:

 /s/ Elizabeth Wood

Name:

Elizabeth Wood

Title:

Managing Director

BOFA SECURITIES, INC.

By:

 /s/ Michele A.H. Allong

Name:

Michele A.H. Allong

Title:

Authorized Signatory

EVERCORE GROUP L.L.C.

By:

 /s/ Maren Winnick

Name:

Maren Winnick

Title:

Senior Managing Director

 [Signature Page to Acceleration Request Letter]

CORRESP
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 4D Molecular Therapeutics, Inc.

5858 Horton Street, #455

Emeryville, California 94608

 December 8,
2020

 VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Attention:
 Ada Sarmento

Suzanne Hayes

 Jenn Do

Jeanne Baker

Re:
 4D Molecular Therapeutics, Inc. Registration Statement on Form S-1
(Registration No. 333-250150)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-1 (Registration No. 333-250150) (the “Registration
Statement”) of 4D Molecular Therapeutics, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on December 10, 2020, or as
soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Latham & Watkins LLP, by calling Benjamin Potter at (650) 470-4809 or Phillip Stoup at (415) 391-0600.

Thank you for your assistance in this matter.

Very truly yours,

4D MOLECULAR THERAPEUTICS, INC.

By:

 /s/ August Moretti

August Moretti

Chief Financial Officer

cc:
 David Kirn, M.D., 4D Molecular Therapeutics, Inc.

Alan C. Mendelson, Latham & Watkins LLP

Benjamin A. Potter, Latham & Watkins LLP

Phillip Stoup, Latham & Watkins LLP

David Peinsipp, Cooley LLP

Charles S. Kim, Cooley LLP

Kristin VanderPas, Cooley LLP

CORRESP
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CORRESP

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

December 7, 2020

Dubai

Riyadh

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:      Ada Sarmento

Suzanne Hayes

 Jenn Do

Jeanne Baker

 Re:
     4D Molecular Therapeutics, Inc.

 Registration Statement on Form
S-1

 Filed November 17, 2020

File No. 333-250150

Ladies and Gentlemen:

 4D Molecular
Therapeutics, Inc. (the “Company”) has submitted to the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof Amendment No. 1 to its Registration Statement on Form S-1 (the “Registration Statement”). The Company previously submitted to the Commission a Registration Statement on Form S-1 (File No. 333-250150) on November 17, 2020 (the “Prior Filing”). The Registration Statement has been revised to reflect the Company’s responses to the comment letter to the Prior
Filing received on December 3, 2020 from the staff of the Commission (the “Staff”), and we are hereby providing the Company’s responses to the Staff’s letter.

For ease of review, we have set forth below each of the numbered comments of the Staff’s letter in bold type followed by the
Company’s responses thereto.

 December 7, 2020

 Page
 2

 Prospectus Summary

Our Therapeutic Vector Evolution Platform, page 2

1.
 We note your revisions in response to prior comment 4. Please revise your disclosure on pages 2 and 118
where you discuss your head-to-head comparisons with conventional AAV vectors to state, if true, that you have not conducted any clinical studies in patients comparing
your targeted and evolved vectors to conventional AAV vectors. Please also revise your disclosure on pages 2 and 118 that you “expect” to demonstrate the superior capabilities of your targeted and evolved vectors and product
candidates as you advance through clinical trials to remove the expectation regarding how your vectors and product candidates will perform in clinical trials as such statements are speculative.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages
2 and 118 of the Registration Statement and throughout the Registration Statement where applicable.

 Our Product Candidate Pipeline, page 3

2.
 We note the added table depicting your most advanced discovery and research programs. Additionally, we note
that your filing does not include a discussion of 4D-3XX or 4D-7XX, which implies that these programs are not sufficiently material to your operations to warrant
discussion. Please delete the references to these programs from your summary.

Response:    The Company respectfully acknowledges the Staff’s comment and has removed the references to these
programs on page 3 of the Registration Statement and throughout the Registration Statement where applicable.

3.
 We note your response to comment 7 and believe TVP and Lead Optimization should be depicted together under a
column heading such as discovery or research and development. A textual discussion of the program is a more appropriate place to make the distinctions regarding different tasks within a particular phase.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages
3, 119, and 147 of the Registration Statement and throughout the Registration Statement where applicable.

 Business

Competition and Differentiation: AAV Gene Therapy for wet AMD and Diabetic Retinopathy, page 155

4.
 We note your response to prior comment 12. Please revise your statement that
4D-150 would be the only AAV gene therapy asset in wet AMD and DR that has shown

 December 7, 2020

 Page
 3

superior transduction on human retinal cells ex vivo versus conventional AAV vectors such as AAV2 to clarify, if true, that your statement is based solely on in vitro studies you conducted
comparing R100 to AAV2 discussed on page 138.

 Response:    The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 153 and 154 of the Registration Statement and throughout the Registration Statement where applicable.

Principal Stockholders, page 222

5.
 Please revise your disclosure to identify the natural person or persons who have voting and investment
control of the shares held by the entities affiliated with BVF.

 Response:    The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 223 of the Registration Statement and throughout the Registration Statement where applicable.

10. Redeemable Convertible Preferred Stock

Funding Agreement with CFF (unaudited) page F-39

6.
 We note the $10.0 million received from CFF is to “be used to advance the development program for 4D-710, the Company’s lead product in cystic fibrosis, or any other therapeutic approved by the Program Advisory Group (“PAG”) to alleviate pulmonary complications of cystic fibrosis”. With
reference to the specific terms of the Funding Agreement, please address the need to separately classify the $10.0 million as restricted cash. Refer to Rule 5-02.1 of Regulation S-X.

 Response:    The Company acknowledges the
Staff’s comment and respectfully notes that Rule 5-02.1 of Regulation S-X requires separate disclosure of cash or cash items “which are restricted as to
withdrawal or usage.” In response to the Staff’s comments, the Company notes that $10.0 million received from the Cystic Fibrosis Foundation (“CFF”) does not include any cash that is restricted as to withdrawal
or usage.

 The terms of the Company’s funding agreement with CFF (the “CFF Agreement”) do not require the
Company to place the proceeds into a restricted bank account and do not impose any restrictions on the use of any bank account balances in order to comply with the use of proceeds provision of the CFF Agreement. Consequently, the funds the Company
received from CFF are not segregated and are not deposited in separate accounts. CFF is not a signatory to any of the Company’s accounts.

The Company further advises the Staff that it can, without any contractual limitations, withdraw and use such funds in any way as it deems
appropriate to satisfy any and all obligations of the Company. The CFF funds are comingled with all other funds of the Company and are completely fungible with the Company’s other funds. All funds from CFF are deposited in the Company’s
general bank accounts and are available to support its operations. There are no Company imposed limitations with respect to these funds.

 December 7, 2020

 Page
 4

 Rule 5-02 (1) of Regulation S-X requires that the provisions of any restrictions be described in a note to the financial statements, which the Company has included in Note 10 to the financial statements on page
F-40 of the Registration Statement. In addition, in response to the Staff’s comment, the Company has clarified that the funds are not restricted as to withdrawal or usage on pages 106, 178, and F-40 of the Registration Statement.

 * * *

 December 7, 2020

 Page
 5

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (415) 391-0600 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Phillip S. Stoup

Phillip S. Stoup, Esq.

of LATHAM & WATKINS LLP

cc:
 David Kirn, M.D., 4D Molecular Therapeutics, Inc.

August J. Moretti, 4D Molecular Therapeutics, Inc.

Benjamin A. Potter, Esq., Latham & Watkins LLP

David Peinsipp, Esq., Cooley LLP

Charles S. Kim, Esq., Cooley LLP

Kristin VanderPas, Esq., Cooley LLP

United States securities and exchange commission logo
December 3, 2020
David Kirn
Chief Executive Officer
4D Molecular Therapeutics Inc.
5858 Horton Street #455
Emeryville, CA 94608
Re:4D Molecular Therapeutics Inc.
Registration Statement on Form S-1
Filed November 17, 2020
File No. 333-250150
Dear Dr. Kirn:
            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 information.  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
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary
Our Therapeutic Vector Evolution Platform, page 2
1.We note your revisions in response to prior comment 4.  Please revise your disclosure on
pages 2 and 118 where you discuss your head-to-head comparisons with conventional
AAV vectors to state, if true, that you have not conducted any clinical studies in patients
comparing your targeted and evolved vectors to conventional AAV vectors. Please also
revise your disclosure on pages 2 and 118 that you "expect" to demonstrate the superior
capabilities of your targeted and evolved vectors and product candidates as you advance
through clinical trials to remove the expectation regarding how your vectors and product
candidates will perform in clinical trials as such statements are speculative.

 FirstName LastNameDavid Kirn
 Comapany Name4D Molecular Therapeutics Inc.
 December 3, 2020 Page 2
 FirstName LastNameDavid Kirn
4D Molecular Therapeutics Inc.
December 3, 2020
Page 2
Our Product Candidate Pipeline, page 3
2.We note the added table depicting your most advanced discovery and research programs.
Additionally, we note that your filing does not include a discussion of 4D-3XX or 4D-
7XX, which implies that these programs are not sufficiently material to your operations to
warrant discussion. Please delete the references to these programs from your summary.
3.We note your response to comment 7 and believe TVP and Lead Optimization should be
depicted together under a column heading such as discovery or research and
development.  A textual discussion of the program is a more appropriate place to make the
distinctions regarding different tasks within a particular phase.
Business
Competition and Differentiation: AAV Gene Therapy for wet AMD and Diabetic Retinopathy,
page 155
4.We note your response to prior comment 12. Please revise your statement that 4D-150
would be the only AAV gene therapy asset in wet AMD and DR that has shown superior
transduction on human retinal cells ex vivo versus conventional AAV vectors such as
AAV2 to clarify, if true, that your statement is based solely on in vitro studies you
conducted comparing R100 to AAV2 discussed on page 138.
Principal Stockholders, page 222
5.Please revise your disclosure to identify the natural person or persons who have voting
and investment control of the shares held by the entities affiliated with BVF.
10. Redeemable Convertible Preferred Stock
Funding Agreement with CFF (unaudited), page F-39
6.We note the $10.0 million received from CFF is to "be used to advance the development
program for 4D-710, the Company’s lead product in cystic fibrosis, or any other
therapeutic approved by the Program Advisory Group (“PAG”) to alleviate pulmonary
complications of cystic fibrosis".  With reference to the specific terms of the Funding
Agreement, please address the need to separately classify the $10.0 million as restricted
cash.  Refer to Rule 5-02.1 of Regulation S-X.
            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 Jenn Do at 202-551-3743 or Jeanne Baker at 202-551-3691 if you have

 FirstName LastNameDavid Kirn
 Comapany Name4D Molecular Therapeutics Inc.
 December 3, 2020 Page 3
 FirstName LastName
David Kirn
4D Molecular Therapeutics Inc.
December 3, 2020
Page 3
questions regarding comments on the financial statements and related matters.  Please contact
Ada Sarmento at 202-551-3798 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

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California 94025

 Tel: +1.650.328.4600  Fax: +1.650.463.2600 www.lw.com

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 November 17, 2020

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 United
States Securities and Exchange Commission

 Division of Corporation Finance

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 Washington, D.C. 20549-6010

Attention:
 Ada Sarmento

Suzanne Hayes

 Jenn Do

Jeanne Baker

Re:
 4D Molecular Therapeutics, Inc.

 Draft Registration Statement on Form S-1

 Submitted October 14, 2020

 CIK No. 0001650648

Ladies and Gentlemen:

 4D
Molecular Therapeutics, Inc. (the “Company”) has submitted to the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof a revised Registration Statement on Form S-1 (the “Registration Statement”). The Company previously submitted to the Commission on October 14, 2020 a draft Registration Statement on Form
S-1 (the “Draft Submission”) on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act. The Registration Statement has
been revised to reflect the Company’s responses to the comment letter to the Draft Submission received on November 10, 2020 from the staff of the Commission (the “Staff”), and we are hereby providing the
Company’s responses to the Staff’s letter.

 For ease of review, we have set forth below each of the numbered
comments of the Staff’s letter in bold type followed by the Company’s responses thereto.

 November 17, 2020

 Page
 2

 Prospectus Summary

Overview, page 1

1.
 Please balance the disclosure in the summary with disclosure that your product candidates are based on a
novel AAV gene therapy technology with which there is limited regulatory and clinical experience and that few gene therapy products have been approved by the FDA or comparable foreign regulatory agencies. Therefore, it is difficult to predict how
long it will take to development your product candidates and obtaining regulatory approval. Also disclose in the summary that the regulatory approval process for novel product candidates can be more expensive and take longer than for other, better
known or extensively studied therapeutic modalities. Finally, revise your disclosure on page 5 and page 117 that you will “apply [y]our modular product design and engineering approach to accelerate the pace of product development” to
remove any implication that you will be able to accelerate the development of your product candidates as such statements are speculative.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages 1, 2 and 6 of the Registration Statement and throughout the Registration Statement where applicable.

2.
 Please delete the statements that an evolved vector increases the likelihood of success and could
accelerate the pace of product development and that your competitive advantages and experience uniquely position you to successfully create, develop and manufacture targeted gene therapies. Given the number of product candidates that never receive
FDA approval, the time required to obtain approval and the number of companies currently developing product candidates, your statements that you are in a unique position, have an increased likelihood of success and can develop products more quickly
is not appropriate.

 Response:    The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 1, 6, 149, 158 and 166 of the Registration Statement and throughout the Registration Statement where applicable.

Our Therapeutic Vector Evolution Platform, page 2

3.
 Please substantiate your statement that you have developed an “industry-leading” collection of
synthetic capsid sequences.

 Response:    The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 2 and 117 of the Registration Statement to remove this disclosure.

4.
 Please revise your disclosure here and in the Business section to provide appropriate context for various
conclusions and predictions as to the performance of your product candidates and revise and/or remove any statements that imply safety or efficacy as

 November 17, 2020

 Page
 3

 safety and efficacy are determinations that are solely within the authority of the FDA or similar foreign
regulators. For example, we note statements that your vectors “achieved enhanced delivery, increased transgene expression, reduced immunogenicity and/or improved antibody resistance when compared to conventional AAV vectors,” that you
expect to demonstrate improved safety and efficacy of your product candidates versus conventional AAV vectors and various other claims regarding the superiority of your product candidates to those using conventional AAV vectors, including certain
statements in the sections regarding competition and differentiation of your various product candidates. Please revise your disclosure to remove any suggestion that there is an expectation that your product candidates will be safe and effective or
will have improved safety and efficacy over conventional AAV vectors and instead refer to the relevant objective data from your preclinical trials or studies that relate to your product candidate’s performance.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages 1, 2, 124, 126, 127, 138, 140 and 146 of the Registration Statement and throughout the Registration Statement where applicable.

5.
 We note your disclosure here and in the Business section regarding preclinical head-to- head comparisons between your targeted and evolved vectors with relevant conventional AAV vectors. If you have not conducted actual head-to-head trials, please revise your disclosure to clearly state this fact and disclose why you believe these comparisons are appropriate. If you provide disclosure regarding results from other trials,
expand your disclosure to provide the other information regarding these trials that would help an investor make a meaningful comparison (e.g, number of subjects, dosage, how the baseline was measured in each study, etc.).

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages 138, 139, 140 and 143 of the Registration Statement and throughout the Registration Statement where applicable.

 Our Product
Candidate Pipeline, page 3

6.
 We note your disclosure on page 166 that planning is underway for an
IND-enabling GLP toxicology and biodistribution study of 4D-710 in NHP. Please revise the pipeline table to shorten the line for
4D-710 and revise the anticipated milestone accordingly. We also note that you have included in your pipeline table 4D-710,
4D-135, 4D-3XX and 4D-7XX, all of which appear to be in the discovery phase. Given the early-stage development of these programs,
please explain why each program is sufficiently material to your business to warrant inclusion in your pipeline table.

Response:    The Company respectfully advises the Staff that it has updated the disclosure on pages
166 and 171 of the Registration Statement to reflect that 4D-710’s IND-enabling GLP toxicology and biodistribution studies are currently underway.

 November 17, 2020

 Page
 4

 Accordingly, the
Company respectfully informs the Staff that it does not believe the presentation of 4D-710 in its pipeline table (the “Pipeline Table”) needs to be modified.

In response to the Staff’s comment regarding the inclusion of 4D-710 in the
Pipeline Table, the Company believes that the inclusion of this product candidate is appropriate as the Company has engaged IND-enabling studies for it and anticipates initiating a Phase 1/2 clinical trial
within the second half of 2021. Further, the Company believes it is material disclosure for an investor as part of the use of proceeds, as set forth on page 87 of the Registration Statement, is designated to be used to fund 4D-710’s ongoing IND-enabling study activities.

In response to the Staff’s comment regarding the inclusion of 4D-135, 4D-3XX and 4D-7XX in the Pipeline Table, the Company respectfully informs the Staff that it has revised its disclosure on page 3 of the Registration Statement and throughout
the Registration Statement where applicable to remove these programs (the “Discovery Programs”) from the Pipeline Table and, similar to several other recently public clinical-stage biopharmaceutical companies, has included in
the Registration Statement a separate table summarizing the Company’s most advanced research and discovery programs (the “Discovery Program Table”). The Company believes that it is appropriate to include the Discovery
Program Table separate from the Pipeline Table as part of the use of proceeds, as set forth on page 87 of the Registration Statement, is designated to be used to fund other research and development activities which includes the Discovery Programs,
and the Discovery Programs are relevant to an investor’s understanding of the Company’s longer term strategy and approach, including the potential for, and types of, additional development programs that may result from the Company’s
discovery efforts utilizing its Therapeutic Vector Evolution platform. Further, the inclusion of these Discovery Programs further illustrates for an investor how the Company intends to utilize the Therapeutic Vector Evolution platform’s
modularity to develop other product candidates utilizing its current vectors.

7.
 Please explain what is involved in “lead-optimization” and why you believe this is a separate
and distinct development phase, as opposed to part of vector discovery and/or IND-Enabling studies.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 3 of the Registration Statement and throughout the Registration Statement where applicable.

 Further,
the Company respectfully informs the Staff that it views lead optimization as a distinct development phase, as compared to the Target Vector Profile (“TVP”) selection process and
IND-enabling studies, because different research and development tasks are conducted during this phase. For example, as compared to TVP selection, where the Company utilizes its Therapeutic Vector Evolution
platform to initially identify vectors from its libraries with the strongest match to the TVP that it will then advance through preclinical studies, in the lead optimization phase of clinical development the Company is engaging in in vivo and
ex vivo studies to determine which of the identified vectors to advance through

 November 17, 2020

 Page
 5

 the more extensive
studies needed for a potential IND submission. Similarly, the IND-enabling studies phase of clinical development is different as the Company generally conducts studies in addition to the in vivo and
in vitro studies done in the lead optimization phase, such as GLP toxicology studies, to prepare for a potential IND submission.

Implications of Being an Emerging Growth Company, page 7

8.
 Please supplementally 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.

Response:    The Company respectfully acknowledges the Staff’s comment and undertakes that it
will provide the Staff with any written materials that it or anyone authorized to do so on its behalf presents to potential investors in reliance on Section 5(d) of the Securities Act.

Risk Factors

 Our success depends
on our ability to protect our intellectual property and our proprietary technologies, page 51

9.
 Please revise this risk factor to disclose the patent rights or technologies subject to march-in rights.

 Response:    The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 52 of the Registration Statement accordingly.

Use of Proceeds, page 86

10.
 Please revise to clarify whether you expect that you will able to complete the IND- enabling studies for 4D-150 and 4D-710 and the Phase 1/2 clinical trial for 4D-125 using
the proceeds from this offering.

 Response:    The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 87 of the Registration Statement accordingly.

 Business

 Our Proprietary Therapeutic Vector Evolution Platform, page 140

11.
 Please substantiate your statement that you have the “largest and most diverse portfolio of targeted
and evolved vectors in the field of gene therapy.”

 Response:    The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 145 of the Registration Statement to remove this disclosure.

 November 17, 2020

 Page
 6

 Competition and Differentiation: AAV Gene
Therapy for wet AMD and Diabetic Retinopathy, page 150

12.
 We note your disclosure that, to your knowledge, 4D-150 would be
the only AAV gene therapy asset in wet AMD and DR that has shown superior transduction on human retinal cells ex vivo versus conventional AAV vectors such as AAV2 and is the first gene therapy product candidate for the eye to directly inhibit three
different angiogenic growth factor targets, including VEGF and PlGF. Please revise these statements to eliminate any implication that 4D-150 is effective and to provide the data that support these claims.

 Response:    The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on pages 138 and 155 of the Registration Statement accordingly.

 Strategic Collaborations, page 172

13.
 Please provide the current expiration date for the last-to-expire licensed patent right under the Roche Agreement, the uniQure agreements and the UC Agreements.

Response:    The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages 176, 177 and 179 of the Registration Statement accordingly.

 * * *

 November 17, 2020

 Page
 7

 We hope the foregoing
answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463- 4693 or by fax at (650) 463-2600 with any questions or comments
regarding this correspondence.

Very truly yours,

 /s/ Phillip S. Stoup

 Phillip S. Stoup, Esq.

of LATHAM & WATKINS LLP

cc:
 David Kirn, M.D., 4D Molecular Therapeutics, Inc.

August J. Moretti, 4D Molecular Therapeutics, Inc.

Benjamin A. Potter, Esq., Latham & Watkins LLP

David Peinsipp, Esq., Cooley LLP

Charles S. Kim, Esq., Cooley LLP

Kristin VanderPas, Esq., Cooley LLP