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



Vaccitech plc

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
  Jefferies 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
    Authorized Representative
  By Jefferies LLC
  By: /s/ Charlie Glazer
    Authorized Representative
  By Barclays Capital Inc.
  By: /s/ Victoria Hale
    Authorized Representative
  By William Blair & Company, L.L.C.
  By: /s/ Rakhee Bhagat
    Authorized Representative


[Signature Page to Acceleration Request of the Underwriters]