221 Main Street, Suite 300 • San Francisco, CA 94105 • (P) 415 593-5464 • (F) 415 896-5680
September 25, 2015
VIA EDGAR
Mr. Dietrich King
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | Prosper Funding LLC |
Prosper Marketplace, Inc.
Registration Statement on Form S-1 filed on June 11, 2015
File No. 333-204880 and 333-204880-1
Dear Mr. King:
Prosper Funding LLC (“Prosper Funding”) and Prosper Marketplace, Inc. (“PMI” and, collectively with Prosper Funding, the “Registrants”), in connection with their Registration Statement on Form S-1 (File No. 333-204880 and 333-204880-1) (“Registration Statement”), hereby request the acceleration of the effectiveness of said Registration Statement to 4:00 pm Eastern time on Tuesday, September 29, 2015.
In connection with the foregoing request, the Registrants acknowledge the following:
| · | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Registrants may not assert Staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have any questions or require any further information, please contact Keir Gumbs or Reid Hooper of Covington & Burling LLP at (202) 662-5500 or (202) 662-5984, respectively.
Division of Corporation Finance
U.S. Securities and Exchange Commission
September 25, 2015
Page 2
| Respectfully submitted, | |
| /s/ Natasha Cupp | |
Natasha Cupp | |
| Assistant General Counsel Prosper Marketplace, Inc. |