December 9, 2014
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attn: | Barbara C. Jacobs | |||
| Matthew Crispino | ||||
| Re: | New Relic, Inc. | |||
| Registration Statement on Form S-1 | ||||
| File No. 333-200078 | ||||
| Acceleration Request | ||||
| Requested Date: | Thursday, December 11, 2014 | |||
| Requested Time: | 4:00 p.m., Eastern Daylight Time | |||
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between December 1, 2014 and December 8, 2014 at 5:00 p.m., Eastern Daylight Time, 2,061 copies of the Preliminary Prospectus of New Relic, Inc. dated December 1, 2014 were distributed as follows by the underwriters:
| • | 224 copies to prospective underwriters/dealers; |
| • | 1,329 copies to institutional and other investors; and |
| • | 508 copies to others. |
We, the undersigned, as representatives of the several underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
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 Daylight Time on December 11, 2014, or as soon thereafter as practicable.
[Signature Page Follows]
| Very truly yours, | ||
MORGAN STANLEY & CO. LLC J.P. MORGAN SECURITIES LLC | ||
| Acting on behalf of themselves and as the Representatives of the several Underwriters | ||
| By: | MORGAN STANLEY & CO. LLC | |
| By: | /s/ Lauren Cummings | |
| Name: | Lauren Cummings | |
| Title: | Executive Director | |
| By: | J.P. MORGAN SECURITIES LLC | |
| By: | /s/ Marek Biegluk | |
| Name: | Marek Biegluk | |
| Title: | Managing Director | |
| cc: | Lewis Cirne, New Relic, Inc. |
| Mark Sachleben, New Relic, Inc. |
| David G. Peinsipp, Cooley LLP |
| Andrew S. Williamson, Cooley LLP |
| Jonie Kondracki, Cooley LLP |
| Jeffrey R. Vetter, Fenwick & West LLP |
| James D. Evans, Fenwick & West LLP |
