March 4, 2019
VIA EDGAR TRANSMISSION AND FEDEX
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Ms. Tara Harkins | |
| Ms. Lynn Dicker | ||
| Mr. Thomas Jones | ||
| Mr. Geoff Kruczek |
| Re: | ShockWave Medical, Inc. |
Registration Statement on Form S-1
Registration No. 333-229590
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. 333-229590) (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 March 6, 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]
March 4, 2019
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: |
Tara Harkins | |
| Lynn Dicker | ||
| Thomas Jones | ||
| Geoff Kruczek |
| Re: | ShockWave Medical, Inc. |
Registration Statement on Form S-1 (File No. 333-229590)
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 2,057 copies of the Preliminary Prospectus dated February 25, 2019 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 Wednesday, March 6, 2019 or as soon thereafter as practicable.
[Signature page follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| As representatives of the Underwriters | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Kathy Bergsteinsson | |
| Name: Kathy Bergsteinsson | ||
| Title: Managing Director | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Brandon Rice | |
| Name: Brandon Rice | ||
| Title: Managing Director | ||
[Signature Page to ShockWave Medical, Inc. Acceleration Request]