April 9, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | Zuora, Inc. | |||
| Registration Statement on FormS-1 | ||||
| FileNo. 333-223722 | ||||
| Acceleration Request | ||||
| Requested Date: | April 11, 2018 | |||
| Requested Time: | 4:00 p.m., Eastern Standard Time | |||
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that between April 2, 2018 and the date hereof, we have distributed approximately 3,353 copies of the Preliminary Prospectus of Zuora, Inc., a Delaware corporation (the “Registrant”), dated April 2, 2018, to underwriters, dealers, institutional investors and others.
We, the undersigned Representatives, have and will, and have been informed by the participating underwriters that they have and will, comply with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Standard Time on April 11, 2018, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
[Signature Page Follows]
| Very truly yours, | ||||
GOLDMAN SACHS & CO. LLC MORGAN STANLEY & CO. LLC | ||||
As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement | ||||
| GOLDMAN SACHS & CO. LLC | ||||
| By: | /s/ Craig Lee | |||
| Name: | Craig Lee | |||
| Title: | Managing Director | |||
| MORGAN STANLEY & CO. LLC | ||||
| By: | /s/ Rizvan Dhalla | |||
| Name: | Rizvan Dhalla | |||
| Title: | Managing Director | |||
| cc: | Tyler Sloat, Chief Financial Officer |
| Jennifer Pileggi, Esq., Senior Vice President, General Counsel and Corporate Secretary |
| Zuora, Inc. |
| Gordon K. Davidson, Esq. |
| Jeffrey R. Vetter, Esq. |
| Ran D. Ben-Tzur, Esq. |
| Fenwick & West LLP |
| Robert G. Day, Esq. |
| Andrew D. Hoffman, Esq. |
| Wilson Sonsini Goodrich & Rosati, P.C. |
