J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Cowen and Company, LLC
599 Lexington Avenue
New York, NY 10022
SVB Leerink LLC
One Federal Street, 37th Floor
Boston, MA 02110
Guggenheim Securities, LLC
330 Madison Avenue
New York, NY 10017
February 10, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Revolution Medicines, Inc. Registration Statement on Form S-1, as amended (File No. 333-235968) 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 Revolution Medicines, 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 12, 2020, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Latham & Watkins LLP, may 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 carried out the following distribution of the Company’s preliminary prospectus dated February 3, 2020:
| (i) | Dates of distribution: February 3, 2020 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 4 |
| (iii) | Number of preliminary prospectuses furnished to investors: approximately 1,900 |
| (iv) | Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants and underwriters’ counsel: approximately 240 |
The undersigned advise that they have complied and will continue to comply, and each underwriter has advised the undersigned that it has complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours,
J.P. MORGAN SECURITIES LLC COWEN AND COMPANY, LLC SVB LEERINK LLC GUGGENHEIM SECURITIES, LLC
As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement
J.P. MORGAN SECURITIES LLC | ||||
| By: | /s/ Benjamin H. Burdett | |||
| Name: | Benjamin H. Burdett | |||
| Title: | Managing Director | |||
|
COWEN AND COMPANY, LLC | ||||
| By: | /s/ David Bohn | |||
| Name: | David Bohn | |||
| Title: | Managing Director | |||
|
SVB LEERINK LLC | ||||
| By: | /s/ Stuart Nayman | |||
| Name: | Stuart Nayman | |||
| Title: | Managing Director, Senior Legal Counsel | |||
|
GUGGENHEIM SECURITIES, LLC | ||||
| By: | /s/ Ronald Gerber | |||
| Name: | Ronald Gerber | |||
| Title: | Senior Managing Director | |||
[Signature Page to Underwriters’ Acceleration Request]