J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
June 10, 2015
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attn: | Barbara C. Jacobs, Assistant Director | |
| Matthew Crispino, Staff Attorney | ||
| Mitchell Austin, Staff Attorney | ||
| Re: | TubeMogul, Inc. | |
| Registration Statement on Form S-1 | ||
| File No. 333-204629 | ||
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between June 8, 2015 and the date hereof, 549 copies of the Preliminary Prospectus of TubeMogul, Inc. (the “Registrant”) dated June 8, 2015 were distributed by the underwriters solely to institutional investors.
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 4:00 p.m. Eastern Time on June 10, 2015, or as soon thereafter as practicable. This acceleration request supersedes the acceleration request made with the Securities and Exchange Commission on June 9, 2015.
[SIGNATURE PAGE FOLLOWS]
| Very truly yours, | ||||
J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH | ||||
INCORPORATED | ||||
| Acting severally on behalf of themselves and the several underwriters | ||||
| By: | J.P. Morgan Securities LLC | |||
| By: | /s/ Michael Millman | |||
| Name: | Michael Millman | |||
| Title: | Managing Director | |||
| By: | Merrill Lynch, Pierce, Fenner & Smith | |||
Incorporated | ||||
| By: | /s/ Richard Spencer | |||
| Name: | Richard Spencer | |||
| Title: | Managing Director | |||
[SIGNATURE PAGETO UNDERWRITERS’ ACCELERATION REQUEST]
