June 22, 2021
Office of Life Sciences
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Attention: | Jane Park Jeffrey Gabor Kristin Lochhead Daniel Gordon |
| Re: | Graphite Bio, Inc. |
Registration Statement on Form S-1 (File No. 333-256838)
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 June 22, 2021 and the date hereof, approximately 1,460 copies of the Preliminary Prospectus dated June 22, 2021 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, June 24, 2021 or as soon thereafter as practicable.
[Signature page follows]
Very truly yours,
MORGAN STANLEY & CO. LLC
BOFA SECURITIES, INC.
COWEN AND COMPANY, LLC
SVB LEERINK LLC
As representatives of the Underwriters
| By: | Morgan Stanley & Co. LLC | |
| By: | /s/ Chirag D. Surti | |
| Name: Chirag D. Surti | ||
| Title: Vice President | ||
| By: | BofA Securities, Inc. | |
| By: | /s/ Michael Liloia | |
| Name: Michael Liloia | ||
| Title: Director | ||
| By: | Cowen and Company, LLC | |
| By: | /s/ Bill Follis | |
| Name: Bill Follis | ||
| Title: Managing Director | ||
| By: | SVB Leerink LLC | |
| By: | /s/ Stuart Nayman | |
| Name: Stuart Nayman | ||
| Title: Managing Director, Senior Legal Counsel | ||
[Graphite Bio – Underwriter Acceleration Request Signature Page]
