Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
Citigroup Global Markets Inc.
388 Greenwich St.
New York, NY 10013
July 15, 2014
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attn: | Mark P. Shuman, Legal Branch Chief |
| Mitchell Austin, Staff Attorney |
| Stephen G. Krikorian, Accounting Branch Chief |
| Ryan Rohn, Staff Accountant |
| Re: | TubeMogul, Inc. |
Registration Statement on Form S-1
File No. 333-194817
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between July 7, 2014 and the date hereof, 3,376 copies of the Preliminary Prospectus of TubeMogul, Inc. (the “Registrant”) dated July 7, 2014 were distributed as follows by the underwriters:
| • | 401 copies to prospective underwriters/dealers; |
| • | 2,730 copies to institutional and other investors; and |
| • | 245 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 (the “Securities Act”).
Pursuant to Rule 461 under 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 p.m. Eastern Time on July 17, 2014, or as soon thereafter as practicable.
[SIGNATURE PAGE FOLLOWS]
| Very truly yours, | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH | ||
INCORPORATED | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| Acting severally on behalf of themselves and the several underwriters | ||
| By: | Merrill Lynch, Pierce, Fenner & Smith | |
Incorporated | ||
| By: | /s/ Ric Spencer | |
| Name: Ric Spencer | ||
| Title: Managing Director | ||
| By: | Citigroup Global Markets Inc. | |
| By: | /s/ Zaheed Kajani | |
| Name: Zaheed Kajani | ||
| Title: Managing Director | ||
[SIGNATURE PAGETO UNDERWRITERS’ ACCELERATION REQUEST]
