September 22, 2020
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: |
Jeffrey Gabor | |
| Laura Crotty | ||
| Rolf Sundwall | ||
| Jeanne Baker |
| Re: | Prelude Therapeutics Incorporated |
Registration Statement on Form S-1 (File No. 333-248628)
Request for Acceleration
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 date hereof, approximately 3,016 copies of the Preliminary Prospectus dated September 21, 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 September 24, 2020 or as soon thereafter as practicable.
[Signature page follows]
Very truly yours,
MORGAN STANLEY & CO. LLC
GOLDMAN SACHS & CO. LLC
BOFA SECURITIES, INC.
As representatives of the Underwriters
MORGAN STANLEY & CO. LLC
| By: | /s/ Chris Rigoli | |||
| Name: | Chris Rigoli | |||
| Title: | Vice President | |||
GOLDMAN SACHS & CO. LLC
| By: | /s/ Elizabeth Wood | |||
| Name: | Elizabeth Wood | |||
| Title: | Managing Director, Goldman Sachs Investment Banking Division | |||
BOFA SECURITIES, INC.
| By: | /s/ Greg Butz | |||
| Name: | Greg Butz | |||
| Title: | Managing Director | |||
[Signature Page to Prelude Therapeutics Incorporated Acceleration Request]