Ellipse Technologies Files to Withdraw IPO

Ellipse Technologies filed with the U.S. SEC to withdraw its IPO registration. The following was submitted on Monday night:

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Ellipse Technologies, Inc.

101 Enterprise, Suite 100

Aliso Viejo, California 92656

February 8, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Amanda Ravitz

Re: Ellipse Technologies, Inc.

Registration Statement on Form S-1 (File No. 333-207462)

Application for Withdrawal of Registration Statement

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Ellipse Technologies, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Company’s Registration Statement on Form S-1, File Number 333-207462, together with all exhibits thereto (collectively, and as amended, the “Registration Statement”). The Registration Statement was initially publicly filed with the Commission on October 16, 2015.

At this time, due to the acquisition of the Company by NuVasive, Inc., the Company has determined not to proceed with the initial public offering contemplated by the Registration Statement. The Registration Statement has not been declared effective by the Commission, and the Company hereby confirms that no securities were sold in connection with the offering described in the Registration Statement.

Accordingly, we respectfully request that the Commission issue an order granting the withdrawal of the Registration Statement (the “Order”) effective as of the date hereof or at the earliest practicable date hereafter. Please forward a copy of the Order to the undersigned via facsimile at (949) 837-3664, with a copy to the Company’s legal counsel, Michael E. Sullivan of Latham & Watkins LLP, via facsimile at (858) 523-5450.

The Company also advises the Commission pursuant to Rule 477(c) under the Securities Act that it may undertake a subsequent private offering in reliance on Rule 155(c) under the Securities Act.

The Company acknowledges that no refund will be made for fees paid to the Commission in connection with filing of the Registration Statement. However, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use should the Company proceed with the filing of a subsequent registration statement meeting the requirements of Rule 457(p) under the Securities Act.

If you have any questions regarding this application, please contact Michael E. Sullivan of Latham & Watkins LLP by telephone at (858) 523-3959 or by fax at (858) 523-5450. Thank you for your attention to this matter.

Very truly yours,
/s/ Bob Krist
Bob Krist
Chief Financial Officer

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