December 8, 2020
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Ada Sarmento |
| Suzanne Hayes |
| Jenn Do |
| Jeanne Baker |
| Re: | 4D Molecular Therapeutics, Inc. |
| Registration Statement on Form S-1 (File No. 333-250150) |
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 between December 7, 2020 and the date hereof, approximately 2,457 copies of the Preliminary Prospectus, dated December 7, 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, December 10, 2020 or as soon thereafter as practicable.
[signature page follows]
| Very truly yours, | ||
| GOLDMAN SACHS & CO. LLC | ||
| BOFA SECURITIES, INC. | ||
| EVERCORE GROUP L.L.C. | ||
| As representatives of the Underwriters | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Elizabeth Wood | |
| Name: | Elizabeth Wood | |
| Title: | Managing Director | |
| BOFA SECURITIES, INC. | ||
| By: | /s/ Michele A.H. Allong | |
| Name: | Michele A.H. Allong | |
| Title: | Authorized Signatory | |
| EVERCORE GROUP L.L.C. | ||
| By: | /s/ Maren Winnick | |
| Name: | Maren Winnick | |
| Title: | Senior Managing Director | |
[Signature Page to Acceleration Request Letter]