2701 Aerial Center Parkway Morrisville, North Carolina 27560 | VIA EDGAR AND ELECTRONIC DELIVERY |
May 20, 2013
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4561
Washington, D.C. 20549
| Attn: | Ms. Barbara C. Jacobs |
| Mr. Gabriel Eckstein |
| Ms. Christine Davis |
| Ms. Amanda Kim |
| Re: | ChannelAdvisor Corporation |
| Registration Statement on Form S-1 |
| File No. 333-187865 |
Acceleration Request
Requested Date: Wednesday, May 22, 2013
Requested Time: 4:00 P.M. Eastern Daylight Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on May 22, 2013, at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”). The Registrant hereby authorizes each of Brent Siler, Brian Leaf and Mark Ballantyne of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
Once the Registration Statement has been declared effective, please orally confirm that event with Brian Leaf of Cooley LLP, counsel to the Registrant, at (703) 456-8053.
In connection with this request, the Registrant 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
2701 Aerial Center Parkway, Morrisville, NC 27560 |Phn: 866-264-8594,Fax: 866-225-3085 | ChannelAdvisor.com
| • | the Registrant 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. |
Very truly yours,
ChannelAdvisor Corporation | ||
| By: | /s/ S. Scott Alridge | |
S. Scott Alridge General Counsel and Secretary | ||
| cc: | M. Scot Wingo, ChannelAdvisor Corporation |
| Brent B. Siler, Cooley LLP |
| Brian F. Leaf, Cooley LLP |
| Clark Petschek, Wilmer Cutler Pickering Hale and Dorr LLP |
2701 Aerial Center Parkway, Morrisville, NC 27560 |Phn: 866-264-8594,Fax: 866-225-3085 | ChannelAdvisor.com