March 31, 2020
United States Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 4720
Washington, D.C. 20549
| Attention: | Chris Edwards |
| Re: | Zentalis Pharmaceuticals, LLC Registration Statement on Form S-1 (File No. 333-236959) 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 1,344 copies of the Preliminary Prospectus dated March 30, 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 Thursday, April 2, 2020 or as soon thereafter as practicable.
[Signature page follows]
Very truly yours,
MORGAN STANLEY & CO. LLC
JEFFERIES LLC
SVB LEERINK LLC
As representatives of the Underwriters
| MORGAN STANLEY & CO. LLC | ||||
| By: | /s/ Kalli Dirks | |||
| Name: | Kalli Dirks | |||
| Title: | Executive Director | |||
| JEFFERIES LLC | ||||
| By: | /s/ Michael Brinkman | |||
| Name: | Michael Brinkman | |||
| Title: | Managing Director | |||
| SVB LEERINK LLC | ||||
| By: | /s/ Gabriel Cavazos | |||
| Name: | Gabriel Cavazos | |||
| Title: | Managing Director | |||
[Signature Page to Acceleration Request]