January 21, 2014
U.S. Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Care.com, Inc.
Registration Statement on Form S-1 (SEC File No. 333-192791)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Care.com, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on January 23, 2014 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 5,754 copies of the Preliminary Prospectus dated January 10, 2014 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
MORGAN STANLEY & CO. LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
J.P. MORGAN SECURITIES LLC
As Representatives
By: | MORGAN STANLEY & CO. LLC |
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By: | /s/ Jonathan Redmond |
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| Name: Jonathan Redmond |
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| Title: Executive Director |
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By: | MERRILL LYNCH, PIERCE, FENNER & SMITH |
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| INCORPORATED |
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By: | /s/ Richard A. Diaz |
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| Name: Richard A. Diaz |
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| Title: Authorized Signatory |
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By: | J.P. MORGAN SECURITIES LLC |
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By: | /s/ Alice Takhtajan |
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| Name: Alice Takhtajan |
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| Title: Executive Director |
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