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United States securities and exchange commission logo
May 21, 2024
Steven Hoerter
President & Chief Executive Officer
Deciphera Pharmaceuticals, Inc.
200 Smith Street
Waltham, MA 02451
Re: Deciphera
Pharmaceuticals, Inc.
Schedule 14D-9
filed May 13, 2024
File No. 005-90130
Dear Steven Hoerter:
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.
Schedule 14D-9 filed May 13, 2024
Past Contacts, Transactions, Negotiations and Agreements, page 3
1. Refer to the last
sentence on the bottom of page 3. Please revise to remove any
potential implication
that the Merger Agreement, and any other agreements, do not
constitute public
disclosure under the federal securities laws. For
instance, clarify that
information in these agreements should be considered in conjunction
with the entirety of
the factual disclosure about the parties in their public reports, if any,
filed with the
Commission. Additionally, please confirm your understanding that,
notwithstanding the
inclusion of this general disclaimer, you are responsible for
considering whether
additional specific disclosures of material information regarding
material contractual
provisions are required to make the statements included in this filing
not misleading.
2. Under subsection
"Golden Parachute Compensation," on page 13, you note under (4) that
"Daniel L. Flynn,
Ph.D., the Company s founder and former Executive Vice President,
Chief Scientific
Officer, retired from his position on September 5, 2023. Following his
Steven Hoerter
Deciphera Pharmaceuticals, Inc.
May 21, 2024
Page 2
resignation, Dr. Flynn served as a Senior Advisor through December 31,
2024 and,
thereafter, as a consultant from time to time and as requested by the
Company" (emphasis
added). Please provide the accurate date.
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 Eddie Kim at 202-679-6943 or David
Plattner at 202-551-
8094.
FirstName LastNameSteven Hoerter Sincerely,
Comapany NameDeciphera Pharmaceuticals, Inc.
Division of
Corporation Finance
May 21, 2024 Page 2 Office of Mergers
& Acquisitions
FirstName LastName