BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
May 14, 2019
Securities and Exchange Commission
Division of Corporation Finance
Office of Information Technologies and Services
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Jan Woo, Legal Branch Chief |
Jeff Kauten, Staff Attorney |
Craig Wilson, Senior Assistant Chief Accountant |
David Edgar, Staff Accountant |
| Re: | Fastly, Inc. |
Registration Statement on FormS-1 (FileNo. 333-230953)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Fastly, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on May 16, 2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have carried out the following distribution of the Company’s Preliminary Prospectus dated May 6, 2019:
| (i) | Dates of distribution: May 6, 2019 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 10 |
| (iii) | Number of prospectuses furnished to investors: approximately 1,131 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 75 |
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, | ||
BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC
Acting severally on behalf of themselves and the several underwriters | ||
| BOFA SECURITIES, INC. | ||
| By: | /s/ Michael Liloia | |
| Name: Michael Liloia | ||
| Title: Director | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Sarah Bayer | |
| Name: Sarah Bayer | ||
| Title: Managing Director | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Federico Acabbi | |
| Name: Federico Acabbi | ||
| Title: Director | ||
[Signature Page to Underwriters’ Acceleration Request]
