Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Cowen and Company, LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
June 17, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: |
James Giugliano | |
| Craig Arakawa | ||
| Michael Killoy | ||
| Brigitte Lippmann | ||
| Re: | Personalis, Inc. | |
| Registration Statement on Form S-1, as amended (File No. 333-231703) | ||
| 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 Personalis, 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 June 19, 2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, 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 June 7, 2019:
| (i) | Dates of distribution: June 7, 2019 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 4 |
| (iii) | Number of prospectuses furnished to investors: approximately 2,200 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 50 |
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC BOFA SECURITIES, INC. COWEN AND COMPANY, LLC
Acting severally on behalf of themselves and the several Underwriters | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Chris Rigoli | |
| Name: | Chris Rigoli | |
| Title: | Vice President | |
| BOFA SECURITIES, INC. | ||
| By: | /s/ Michele A.H. Allong | |
| Name: | Michele A.H. Allong | |
| Title: | Authorized Signatory | |
| COWEN AND COMPANY, LLC | ||
| By: | /s/ Bill Follis | |
| Name: | Bill Follis | |
| Title: | Managing Director | |
[Signature Page to Acceleration Request]