July 13, 2020
VIA EDGAR AND HAND DELIVERY
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Jeffrey Gabor
Christine Westbrook
| Re: | Relay Therapeutics, Inc. (the “Company”) |
| Registration Statement on Form S-1 |
| File No. 333-239412 |
Ladies and Gentleman:
In connection with the above-referenced Registration Statement, we wish to advise you that between July 9, 2020 and the date hereof we effected the distribution of approximately 3,824 copies of the Company’s Preliminary Prospectus dated July 9, 2020 to prospective underwriters, institutional investors, prospective dealers, brokers, individuals, rating agencies and others.
We will comply and have been informed by the other participating underwriters that they will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
As Representatives of the several underwriters, we hereby join in the request of the Company that the effectiveness of the above-referenced Registration Statement, as amended, be accelerated to 4:01 p.m., Eastern Time, on July 15, 2020, or as soon thereafter as practicable.
[Signatures follow]
| Very truly yours, | ||
| J.P. MORGAN SECURITIES LLC GOLDMAN SACHS & CO. LLC COWEN AND COMPANY, LLC GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters
J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ David Ke | |
| Name: | David Ke | |
| Title: | Executive Director | |
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Mairin Rooney | |
| Name: | Mairin Rooney | |
| Title: | Managing Director | |
| COWEN AND COMPANY, LLC | ||
| By: | /s/ Bill Follis | |
| Name: | Bill Follis | |
| Title: | Managing Director | |
| GUGGENHEIM SECURITIES, LLC | ||
| By: | /s/ Stuart Duty | |
| Name: | Stuart Duty | |
| Title: | Senior Managing Director | |
[Signature Page to Request for Acceleration of Effectiveness]