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United States securities and exchange commission logo
May 4, 2022
Julian Singer
Managing Member
JDS1, LLC
2200 Fletcher Avenue
Suite 501
Fort Lee, NJ 07024
Re: CATALYST
BIOSCIENCES, INC.
PREC14A filed April
28, 2022
Filed by JDS1, LLC
et al.
SEC File No.
0-51173
Dear Mr. Singer:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used here have the same meaning as in your proxy
statement.
PREC14A filed April 28, 2022
Cover Page
1. Please update the cover
page and disclosure throughout the proxy statement,
where applicable, to
reflect the developments concerning the date of the shareholders
meeting and the record
date for that meeting that are described in Amendment 11 to the
the Schedule 13D filed
by the participants on May 2, 2022.
2. On the first page of
the proxy statement, state the approximate date on which the proxy
statement and form of
proxy are being delivered to shareholders. See Item 1(b) of
Schedule 14A.
Julian Singer
JDS1, LLC
May 4, 2022
Page 2
Reasons for the Solicitation, page 19
3. Describe in detail the participants' plans for the Company if your
three nominees are
elected to the Board. Please be as specific as possible about the
actions they will take or
for which they will advocate.
Proposal No. 1 - Election of Directors , page 26
4. In providing information about each nominee's employment for the last
five years, clarify
how long Ms. Shelly C. Lombard has been employed as a consultant at
Shelly Lombard,
LLC.
Declassification of the Board, page 37
5. Discuss all potential effects of the proposed declassification of the
Board of Directors,
including that it may make it easier for a dissident to gain control of
the majority of Board
seats in a single election.
General
6. Please provide the disclosure required by Item 23 of Schedule 14A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk, Senior Special Counsel,
at (202) 551-
3263.
Sincerely,
FirstName LastNameJulian Singer
Division of
Corporation Finance
Comapany NameJDS1, LLC
Office of Mergers
& Acquisitions
May 4, 2022 Page 2
cc: Keith Gottfried, Esq.
FirstName LastName