May 12, 2014
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Mr. Jay Ingram
| Re: | Zendesk, Inc. |
Registration Statement on Form S-1 (File No. 333-195176)
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between May 5, 2014 and the date hereof, approximately 3,502 copies of the Preliminary Prospectus dated May 5, 2014 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have complied and will continue to 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 4:15 p.m. Eastern Daylight Time, on Wednesday, May 14, 2014 or as soon thereafter as practicable.
[signature page follows]
Very truly yours,
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. LLC
As representatives of the Underwriters
| By: | Goldman, Sachs & Co. | |||
| By: | /s/ Richard Cohn | |||
| Name: | Richard Cohn | |||
| Title: | Managing Director | |||
| By: | Morgan Stanley & Co. LLC | |||
| By: | /s/ John McQueen | |||
| Name: | John McQueen | |||
| Title: | Vice President | |||
