September 17, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Barbara C. Jacobs |
| Jan Woo |
| Kathleen Collins |
| Melissa Kindelan |
| Re: | FireEye, Inc. |
| Registration Statement on Form S-1 |
| File No. 333-190338 |
| Acceleration Request |
Requested Date: September 19, 2013
Requested Time: 4:00 PM Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), FireEye, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) on Form S-1 (File No. 333-190338) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Aaron J. Alter or Jon C. Avina at (650) 493-9300.
In connection with the acceleration request, the Company hereby acknowledges that:
| • | should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement on Form S-1 effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement on Form S-1; |
Securities and Exchange Commission
September 17, 2013
Page 2
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement on Form S-1; and |
| • | the Company 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. |
[Signature page follows]
* * * *
| Sincerely, | ||
| FIREEYE, INC. | ||
| By: | /s/ Alexa King | |
| Alexa King | ||
| Senior Vice President, General Counsel and Secretary | ||
| cc: | David G. DeWalt, FireEye, Inc. |
| Michael J. Sheridan, FireEye, Inc. |
| Aaron J. Alter, Wilson Sonsini Goodrich & Rosati, P.C. |
| Jon C. Avina, Wilson Sonsini Goodrich & Rosati, P.C. |
| Eric C. Jensen, Cooley LLP |
| David Peinsipp, Cooley LLP |
