BMO Capital Markets Corp.
3 Times Square
New York, New York 10036
Wells Fargo Securities, LLC
375 Park Avenue
New York, New York 10152
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
October 28, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Ms. Sonia Bednarowski |
| Re: | RAPT Therapeutics, Inc. |
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 RAPT Therapeutics, 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 October 30, 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 October 28, 2019:
| (i) | Dates of distribution: October 28, 2019 |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 3 |
| (iii) | Number of preliminary prospectuses furnished to investors: approximately 315 |
| (iv) | Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 135 |
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, | ||||
| BMO CAPITAL MARKETS CORP. WELLS FARGO SECURITIES, LLC UBS SECURITIES LLC
As representatives of the several underwriters listed in Schedule A to the Underwriting Agreement
| ||||
| BMO CAPITAL MARKETS CORP. | ||||
| By: |
/s/ Annette Grimaldi | |||
| Name: |
Annette Grimaldi | |||
| Title: |
Managing Director | |||
| WELLS FARGO SECURITIES, LLC | ||||
| By: |
/s/ Geoff Goodman | |||
| Name: |
Geoff Goodman | |||
| Title: |
Managing Director | |||
| UBS SECURITIES LLC | ||||
| By: |
/s/ Robin Tang | |||
| Name: |
Robin Tang | |||
| Title: |
Director | |||
| By: |
/s/ James Stahlke | |||
| Name: |
James Stahlke | |||
| Title: |
Associate Director | |||
[Signature Page to Underwriters’ Acceleration Request]