CORRESP 1 filename1.htm Document

October 1, 2018
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention:
Michael Killoy
Brigitte Lippmann
Linda Cvrkel
Rufus Decker
Re:
Guardant Health, Inc.
Registration Statement on Form S-1 (File No. 333-227206)
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 September 21, 2018 and the date hereof, approximately 1,687 copies of the Preliminary Prospectus dated September 21, 2018 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 October 3, 2018 or as soon thereafter as practicable.
[Signature page follows]





Very truly yours,
J.P MORGAN SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
As representatives of the Underwriters
By:
J.P. Morgan Securities LLC
 
By:
/s/ Benjamin Burdett
 
Name:
Benjamin Burdett
 
Title:
Managing Director
 
 
 
By:
Merrill Lynch, Pierce, Fenner & Smith
                   Incorporated
 
By:
/s/ Adam Chazan
 
Name:
Adam Chazan
 
Title:
Managing Director


[Signature Page to Underwriters Acceleration Letter]