July 15, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549-3561
Attention: Scott Foley
| Re: | Acceleration Request of Trupanion, Inc. |
| Registration Statement on Form S-1 (File No. 333-196814) |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the representatives of the several underwriters, hereby join in the request of Trupanion, Inc. for acceleration of the effective time of the above-referenced Registration Statement, as amended, so that it may be declared effective Thursday, July 17, 2014, at 4:15 p.m. Eastern Time, or as soon thereafter as practicable.
In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, we hereby advise you that the Preliminary Prospectus, dated July 7, 2014, was distributed by the several underwriters approximately as follows from July 7, 2014 through the date hereof:
To Whom Distributed | Number of Copies | |||
Retail Investors | 3,007 | |||
Institutional Investors | 1,172 | |||
|
| |||
Total | 4,179 | |||
The undersigned, as the representatives of the several underwriters, hereby represent that we have complied and will comply with the requirements of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
Sincerely yours,
RBC Capital Markets, LLC | ||
/s/ Jennifer Caruso | ||
Name: | Jennifer Caruso | |
Title: | Director | |
Barclays Capital Inc. | ||
/s/ Jason van Itallie | ||
Name: | Jason van Itallie | |
Title: | Managing Director | |
Stifel, Nicolaus & Company, Incorporated | ||
/s/ Daniel J. Covatta | ||
Name: | Daniel J. Covatta | |
Title: | Managing Director | |
