March 27, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Millennial Media, Inc.
Registration Statement on Form S-1 (File No. 333-178909)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), hereby join in the request of Millennial Media, Inc. (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-178909) (the “Registration Statement”), relating to a public offering of shares of the Registrant’s common stock, par value $0.001 per share, so that the Registration Statement may be declared effective at 4:00 p.m. Washington, D.C. time, on March 28, 2012, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that the Preliminary Prospectus dated March 15, 2012, was distributed by the underwriters approximately as follows from March 15, 2012 through the date hereof:
Copies to underwriters |
| 3,336 |
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Copies to dealers |
| 22 |
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Copies to institutional investors |
| 3,134 |
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Copies to others/retail |
| 383 |
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Total |
| 6,875 |
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We, the undersigned Representatives, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
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| Very truly yours, | |
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| Morgan Stanley & Co. LLC | |
| Goldman, Sachs & Co. | |
| Barclays Capital Inc. | |
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| Acting severally on behalf of themselves and the several underwriters | |
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| MORGAN STANLEY & CO. LLC | |
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| By: | /s/ John Tyree |
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| Name: | John Tyree |
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| Title: | Managing Director |
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| GOLDMAN, SACHS & CO. | |
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| By: | /s/ Goldman, Sachs & Co. |
| (Goldman, Sachs & Co.) | |
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| BARCLAYS CAPITAL, INC. | |
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| By: | /s/ Victoria Hale |
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| Name: | Victoria Hale |
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| Title: | Vice President |
[Acceleration Request Signature Page]
