July 14, 2020
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mr. Jason L. Drory
Ms. Suzanne Hayes
Mr. Eric Atallah
Ms. Lynn Dicker
Pandion Therapeutics Holdco LLC
Registration Statement on Form S-1
Registration No. 333-239500
Requested Date: July 16, 2020
Requested Time: 4:30 PM, Eastern Daylight Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and SVB Leerink LLC, as representatives of the several underwriters, hereby join Pandion Therapeutics Holdco LLC in requesting that the Securities and Exchange Commission (the Commission) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-239500) (the Registration Statement) to become effective on July 16, 2020, at 4:30 PM, Eastern Daylight Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
|Very truly yours,|
|Goldman Sachs & Co. LLC|
|By:||/s/ Mairin Rooney|
|Morgan Stanley & Co. LLC|
|By:||/s/ Rahul Sood|
|SVB Leerink LLC|
|By:||/s/ Irena Melnikova|
Rahul Kakkar, Pandion Therapeutics Holdco LLC
Robert Puopolo, Goodwin Procter LLP
Seo Salimi, Goodwin Procter LLP
Lia Der Marderosian, Wilmer Cutler Pickering Hale and Dorr LLP
Steven D. Singer, Wilmer Cutler Pickering Hale and Dorr LLP
Craig Hilts, Wilmer Cutler Pickering Hale and Dorr LLP
[Signature Page to Acceleration Request]