November 4, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Mavenir Systems, Inc. |
Filed on Form S-1
Registration No. 333-191563
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement and pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise that between October 25, 2013 and the date hereof, 1,998 copies of the Preliminary Prospectus dated October 24, 2013 were distributed to prospective underwriters, institutions, dealers and others.
The undersigned, as representatives of the several Underwriters, have and will, and each Underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the General Rules and Regulations of the Securities Act, we hereby join in the request of Mavenir Systems, Inc. that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m., Eastern Standard Time on November 5, 2013, or as soon thereafter as practicable.
[Signature page follows]
Very truly yours, | ||
MORGAN STANLEY & CO. LLC | ||
MERRILL LYNCH, PIERCE, FENNER & SMITH | ||
INCORPORATED | ||
DEUTSCHE BANK SECURITIES INC. | ||
Acting on behalf of themselves and as representatives of the Underwriters | ||
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Rizvan Dhalla | |
Name: Rizvan Dhalla | ||
Title: Managing Director | ||
MERRILL LYNCH, PIERCE, FENNER & SMITH | ||
INCORPORATED | ||
By: | /s/ Richard A. Diaz | |
Name: Richard A. Diaz | ||
Title: Authorized Signatory | ||
DEUTSCHE BANK SECURITIES INC. | ||
By: | /s/ Jason Eisenhauer | |
Name: Jason Eisenhauer | ||
Title: Director | ||
By: | /s/ John Reed | |
Name: John Reed | ||
Title: Director |
[Signature Page to Underwriters’ Acceleration Request]