Withdrawal of Registration Statement (rw)
February 05 2016 - 3:50PM
Edgar (US Regulatory)
February 5, 2016
VIA UPS AND EDGAR
United States Securities and
Exchange Commission
Division of Corporation Finance
100 F
Street, N.E.
Washington, D.C. 20549
|
Re: |
TriVascular Technologies, Inc. |
Withdrawal of Registration Statement
on Form S-3
File No. 333-206854
Ladies and Gentlemen:
TriVascular
Technologies, Inc., a Delaware corporation (the Company) hereby respectfully requests the withdrawal, effective as of the date hereof, of the Companys Registration Statement on Form S-3 (File No. 333-206854) filed with the
Securities and Exchange Commission (the SEC) on September 10, 2015 together with all exhibits thereto (the Registration Statement). The Registration Statement was declared effective by the SEC on September 24, 2015.
On February 3, 2016, the Company completed the merger contemplated by the Agreement and Plan of Merger, dated as of October 26,
2015 (the Merger Agreement), by and among the Company, Endologix, Inc., a Delaware corporation (Endologix), and Teton Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Endologix (the Merger
Sub). Pursuant to the terms of the Merger Agreement, the Merger Sub merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned subsidiary of Endologix. As a result of the Merger, the
Company has determined that it is in its best interest to withdraw the Registration Statement at this time.
In accordance with Rule 477
promulgated under the Securities Act of 1933, as amended, the Company hereby confirms that no securities were sold pursuant to the Registration Statement. The Company makes this application on the grounds that there is no longer a present intention
to offer or sell securities under the Registration Statement.
If you have any questions regarding this application, please contact
Michael Lawhead of Stradling Yocca Carlson & Rauth, P.C., our outside counsel, at (949) 725-4277.
Respectfully,
/s/ Vaseem Mahboob
Vaseem Mahboob
Chief Financial Officer
TRIVASCULAR TECHNOLOGIES, INC. (NASDAQ:TRIV)
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