CAFEPRESS INC.
1850 Gateway Drive, Suite 300
San Mateo, California 94404
March 26, 2012
VIA FACSIMILE AND ELECTRONIC SUBMISSION
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | CafePress Inc. - Registration Statement – Form S-1 |
| Registration Number: 333-174829 |
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, CafePress Inc. (the “company”) hereby requests that the effective date of the above-captioned registration statement on Form S-1, relating to the registration of 5,175,000 shares of the company’s Common Stock (including 675,000 shares subject to the underwriters’ over-allotment option), be accelerated so that it will be declared effective at 2:00 p.m., Eastern Time, on March 28, 2012 or as soon thereafter as may be practicable.
The company acknowledges that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The company understands that the staff will consider this request as confirmation by the company of, and the company hereby confirms, its awareness of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.
Sincerely,
CafePress Inc.
By: | /s/ Monica N. Johnson | |
| Monica N. Johnson | ||
| Chief Financial Officer |
cc: Davina K. Kaile, Esq.
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Jefferies & Company, Inc.
520 Madison Avenue, 12th Floor
New York, New York 10022
March 26, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Re: | CafePress Inc. |
| Registration Statement on Form S-1 |
| Initially Filed on June 10, 2011 |
| Registration File No. 333-174829 |
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representative of the several underwriters, hereby join in the request of CafePress Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 2:00 p.m. Eastern Time on March 28, 2012, or as soon thereafter as practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated March 14, 2012:
| (i) | Dates of Distribution: March 14, 2012 through the date hereof |
| (ii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 5 |
| (iii) | Number of prospectuses furnished to investors: approximately 3,400 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 225 |
We, the undersigned, as representative of the several underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature page follows]
1
| Very truly yours, | ||
J.P. MORGAN SECURITIES LLC
JEFFERIES & COMPANY, INC.
Acting severally on behalf of themselves and the several underwriters. | ||
By: | J.P. MORGAN SECURITIES LLC | |
By: | /s/ Noah Wintroub | |
| Authorized Signatory | ||
By: | JEFFERIES & COMPANY, INC. | |
By: | /s/ David Liu | |
| Authorized Signatory | ||
[Signature Page to Underwriters’ Acceleration Request]
