| J.P. Morgan Securities LLC | ||
| 383 Madison Avenue | ||
| New York, New York 10179 | ||
| Morgan Stanley & Co. LLC | ||
| 1585 Broadway | ||
| New York, New York 10036 | ||
| BofA Securities, Inc. | ||
| One Bryant Park | ||
| New York, New York 10036 | ||
December 1, 2020
| VIA EMAIL AND EDGAR | |||||
| U.S. Securities and Exchange Commission | |||||
| Division of Corporation Finance | |||||
| 100 F Street, N.E. | |||||
| Washington, D.C. 20549 | |||||
| RE: | Seer, Inc. | ||||
| Registration Statement on Form S-1 | |||||
| File No. 333-250035 | |||||
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 Seer, 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 December 3, 2020 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, 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 approximately 2,400 copies of the Preliminary Prospectus, dated November 30, 2020, and included in the above-named Registration Statement, as amended, were distributed during the period from November 30, 2020 through the date hereof, to prospective underwriters, institutions, dealers and others.
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.
| Very truly yours, | |||||
| J.P. MORGAN SECURITIES LLC | |||||
| MORGAN STANLEY & CO. LLC | |||||
| BOFA SECURITIES, INC. | |||||
| Acting on behalf of themselves and the several underwriters | |||||
| by: | J.P. MORGAN SECURITIES LLC | ||||
| by: | /s/ Benjamin Burdett | ||||
| Name: Benjamin Burdett | |||||
| Title: Managing Director | |||||
| by: | MORGAN STANLEY & CO. LLC | ||||
| by: | /s/ Chris Rigoli | ||||
| Name: Chris Rigoli | |||||
| Title: Vice President | |||||
| by: | BOFA SECURITIES, INC. | ||||
| by: | /s/ Sumit Mukherjee | ||||
| Name: Sumit Mukherjee | |||||
| Title: Managing Director | |||||
[Signature Page to Underwriters’ Acceleration Request]