Company Acceleration Request

November 12, 2019

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Irene Paik

 

Re:

ShockWave Medical, Inc.

    

Registration Statement on Form S-1

    

Registration No. 333-234640

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-234640) (the “Registration Statement”) of ShockWave Medical, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 pm, Washington, D.C. time, on November 14, 2019, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Alan F. Denenberg at (650) 752-2004.


Very truly yours,

 

SHOCKWAVE MEDICAL, INC.

By:   /s/ Douglas Godshall
 

Name: Douglas Godshall

Title: President & Chief Executive Officer

[Signature Page to Acceleration Request]

Underwriters' Acceleration Request

November 12, 2019

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Ms. Irene Paik

 

Re:

ShockWave Medical, Inc.

    

Registration Statement on Form S-1

    

Registration No. 333-234640

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), we wish to advise that as of the time of this filing, the underwriters have not yet made any distribution of the Preliminary Prospectus of ShockWave Medical, Inc. (the “Registrant”) dated November 12, 2019. However, the underwriters are taking steps to see that all underwriters, brokers or dealers participating in the public offering of shares of the Registrant’s common stock pursuant to the above-captioned Registration Statement, as amended (the “Registration Statement”), are promptly furnished with sufficient copies of the preliminary and final prospectus to enable them to comply with the prospectus delivery requirements of Sections 5(b)(1) and (2) of the Securities Act.

We wish to advise you that the participating underwriters 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 be accelerated to 4:00 p.m. Eastern Time, on Thursday, November 14, 2019 or as soon thereafter as practicable.

[signature page follows]


Very truly yours,

 

MORGAN STANLEY & CO. LLC

BOFA SECURITIES, INC.

 

As representatives of the Underwriters

By:   MORGAN STANLEY & CO. LLC
 

 

By:   /s/ Chris Rigoli
Name:   Chris Rigoli
Title:   Vice President

 

By:   BOFA SECURITIES, INC.

 

By:   /s/ Brandon Rice
Name:   Brandon Rice
Title:   Managing Director

[Signature Page to Acceleration Request Letter]