May 6, 2013
VIA EDGAR
Mr. Joe Cascarano
Staff Accountant
U. S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Millennial Media, Inc. |
| Form 10-K for the Year Ended December 31, 2012 |
| Filed February 20, 2013 |
| File No. 001-35478 |
Dear Mr. Cascarano:
On the date hereof, Millennial Media, Inc. (the “Company”), has responded to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated April 4, 2013 with respect to the above-referenced filing.
Pursuant to the Staff’s letter, the Company hereby acknowledges that:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
· the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | ||
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| MILLENNIAL MEDIA, INC. | ||
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| By: | /s/ Ho Shin | |
| Name: | Ho Shin | |
| Title: | General Counsel and Chief Privacy Officer | |
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cc: | Brent B. Siler, Esq. |
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