April 27, 2021
U.S. Securities and Exchange Commission
Office of Life Sciences
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention: David Gessert and Jeffrey Gabor
Acceleration Request for Registration Statement on Form S-1 (File No. 333-255158)
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement and offering, we, the representatives of the underwriters (the “Representatives”), wish to advise you that, pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the underwriters have distributed approximately 1,500 copies of the Preliminary Prospectus dated April 26, 2021 through the date hereof, to underwriters, dealers, institutions and others.
We, the undersigned Representatives, have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
In accordance with Rule 461 of the Act, 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 April 29, 2021 or as soon thereafter as practicable, unless Vaccitech plc or its outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.
[signature page follows]
|Very truly yours,|
|Morgan Stanley & Co. LLC|
|Barclays Capital Inc.|
|William Blair & Company, L.L.C.|
|For themselves and as representatives|
|of the syndicate of underwriters for the offering|
|By Morgan Stanley & Co. LLC|
|By:||/s/ Kalli Dircks|
|By Jefferies LLC|
|By:||/s/ Charlie Glazer|
|By Barclays Capital Inc.|
|By:||/s/ Victoria Hale|
|By William Blair & Company, L.L.C.|
|By:||/s/ Rakhee Bhagat|
[Signature Page to Acceleration Request of the Underwriters]