Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10022
Barclays Capital Inc.
745 7th Avenue
New York, New York 10019
February 4, 2019
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Alector, Inc. |
| Registration Statement on Form S-1 |
| Registration File No. 333-229152 |
Dear 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 Alector, 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 February 6, 2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, P.C., 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 effected the following distribution of the Company’s preliminary prospectus dated January 29, 2019:
| i. | Dates of distribution: January 29, 2019 through the date hereof |
| Securities and Exchange Commission | 2 | February 4, 2019 |
| ii. | Number of prospective underwriters to which the preliminary prospectus was furnished: 4 |
| iii. | Number of preliminary prospectuses furnished to investors: approximately 1726 |
| iv. | Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 115 |
We, the undersigned, as representatives of the several underwriters, have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours,
Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Cowen and Company, LLC Barclays Capital Inc. | ||
| Acting severally on behalf of themselves and the several Underwriters | ||
| By: |
Morgan Stanley & Co. LLC | |
| By: |
/s/ Chris Rigoli | |
| Name: Chris Rigoli | ||
| Title: Vice President |
| By: | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| By: |
/s/ Charles Newton | |
| Name: Charles Newton | ||
| Title: Managing Director |
| By: |
Cowen and Company, LLC |
| By: |
/s/ Tanya Joseph | |
| Name: Tanya Joseph | ||
| Title: Managing Director |
| By: |
Barclays Capital Inc. |
| By: |
/s/ Jason Haas | |
| Name: Jason Haas | ||
| Title: Managing Director |
[Signature Page to Underwriters’ Acceleration Request]