September 10, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Barbara Jacobs | |||
Stephen Krikorian | ||||
Melissa Walsh | ||||
Jeffrey Kauten | ||||
Re: | Cloudflare, Inc. | |||
Registration Statement on Form S-1 | ||||
File No. 333-233296 | ||||
Acceleration Request | ||||
Requested Date: | Thursday, September 12, 2019 | |||
Requested Time: | 4:00 p.m., Eastern Daylight 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 September 3, 2019 and September 9, 2019 at 5:00 p.m., Eastern Daylight Time, approximately 8,453 copies of the Preliminary Prospectus of Cloudflare, Inc., a Delaware corporation (the “Registrant”), dated September 3, 2019, were distributed to prospective underwriters/dealers, institutional and other investors and others.
We, the undersigned Representatives, 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, 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 Daylight Time on September 12, 2019, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
* * * *
| Sincerely, | ||
| GOLDMAN SACHS & CO. LLC | ||
| MORGAN STANLEY & CO. LLC | ||
| J.P. MORGAN SECURITIES LLC | ||
| As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ William D. Connolly III | |
| Name: | William D. Connolly III | |
| Title: | Managing Director | |
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Daniel Tay | |
| Name: | Daniel Tay | |
| Title: | Vice President | |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Lucy Wang | |
| Name: | Lucy Wang | |
| Title: | Executive Director | |
| cc: | Matthew Prince, Chief Executive Officer | |
Thomas Seifert, Chief Financial Officer | ||
Douglas Kramer, General Counsel | ||
Cloudflare, Inc. | ||
Gordon Davidson, Esq. | ||
James Evans, Esq. | ||
Ran Ben-Tzur, Esq. | ||
Fenwick & West LLP | ||
Steven Bochner, Esq. | ||
Allison Spinner, Esq. | ||
Bryan King, Esq. | ||
Wilson Sonsini Goodrich & Rosati, P.C. | ||
