May 20, 2013
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4561
Washington, D.C. 20549
| Attn: | Barbara C. Jacobs |
| Gabriel Eckstein |
| Christine Davis |
| Amanda Kim |
| Re: | ChannelAdvisor Corporation |
| Registration Statement on Form S-1 |
| File No. 333-187865 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), Goldman, Sachs & Co. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters, hereby join ChannelAdvisor Corporation in requesting that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Daylight Time on May 22, 2013, or as soon thereafter as possible.
Pursuant to Rule 460 under the Act, please be advised that between May 9, 2013 and the date hereof, the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated May 9, 2013 (the “Preliminary Prospectus”):
| No. of Copies | ||
Institutions | 3,473 | |
Prospective Dealers | 15 | |
Individuals | 348 | |
Other | 74 | |
Total | 3,910 |
This is to further advise you that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced Preliminary Prospectus.
Very truly yours,
Goldman, Sachs & Co.
Stifel, Nicolaus & Company, Incorporated
As Representatives of the several Underwriters
By:/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
[Signature Page to Underwriters’ Acceleration Request]
