J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 10179
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
May 17, 2010
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | ReachLocal, Inc. |
| Registration Statement on Form S-1 |
| Registration File No. 333-163905 |
Dear Sir/Madam:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of ReachLocal, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m. Washington, D.C. time on May 19, 2010, 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 May 3, 2010:
| (i) | Dates of distribution: May 3, 2010 through the date hereof |
| (ii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 6 |
| (iii) | Number of prospectuses furnished to investors: approximately 10,101 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 221 |
We, the undersigned, as representatives 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]
Very truly yours,
J.P. MORGAN SECURITIES INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Acting severally on behalf of themselves and the several underwriters | ||
| By: | J.P. Morgan Securities Inc. | |
| By: | /s/ Noah Wintroub | |
| Name: Noah Wintroub | ||
| Title: Managing Director | ||
| By: | Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| By: | /s/ Chris Cormier | |
| Name: Chris Cormier | ||
| Title: Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request]
