November 10, 2011
Securities and Exchange Commission
100 “F” Street, N.E.
Washington, D.C. 20549
| Re: | InvenSense, Inc. |
| Filed on Form S-1 |
| Registration No. 333-167843 |
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between November 7, 2011 and the date hereof 1875 copies of the Preliminary Prospectus dated November 7, 2011 were distributed as follows: 0 to 0 prospective underwriters; 1759 to 1759 institutional investors; 21 to 4 prospective dealers; 0 to 0 individuals; 0 to 0 rating agencies and 95 to 11 others.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Standard Time on November 15, 2011 or as soon thereafter as practicable.
(Signature page follows)
Very truly yours, | ||||
Goldman, Sachs & Co. | ||||
Morgan Stanley & Co. LLC | ||||
As Representatives of the several underwriters | ||||
By: | Goldman, Sachs & Co. | |||
By: | /s/ Goldman, Sachs & Co. | |||
| (Goldman, Sachs & Co.) | ||||
By: | Morgan Stanley & Co. LLC | |||
By: | /s/ Robert Brass | |||
Name: | Robert Brass | |||
Title: | Executive Director | |||
Acceleration Request Signature Page
