Underwriter acceleration request

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Cowen and Company, LLC

599 Lexington Avenue

New York, New York 10010

June 9, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Generation Bio Co.

 

Registration Statement on Form S-1 (File No. 333-238608)

 

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 Generation Bio Co. (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 11, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilmer Cutler Pickering Hale and Dorr 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 approximately 1,455 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from June 8, 2020 through the date hereof, to prospective underwriters, institutions, dealers and others.


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.


Very truly yours,

Acting severally on behalf of themselves and the

several underwriters

 

J.P. MORGAN SECURITIES LLC
By:  

/s/ David Ke

  Name: David Ke
  Title:   Executive Director

 

JEFFERIES LLC
By:  

/s/ Kevin Sheridan

  Name: Kevin Sheridan
 

Title:   Managing Director, Global Joint
Head of Healthcare Investment Banking

 

COWEN AND COMPANY, LLC
By:  

/s/ David Bohn

  Name: David Bohn
  Title:   Managing Director

[Signature Page to Underwriters’ Acceleration Request]