Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
April 8, 2019
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Barbara C. Jacobs, Assistant Director Stephen Krikorian, Accounting Branch Chief Matthew Crispino, Staff Attorney Ryan Rohn, Staff Accountant |
Re: | PagerDuty, Inc. Registration Statement on Form S-1 (File No. 333-230323) 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 PagerDuty, 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 April 10, 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 April 1, 2019:
(i) | Dates of distribution: April 1, 2019 through the date hereof |
(ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 8 |
(iii) | Number of prospectuses furnished to investors: approximately 4,540 |
(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 Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours, | |
MORGAN STANLEY & CO. LLC J.P. MORGAN SECURITIES LLC | |
Acting severally on behalf of themselves and the several Underwriters | |
Morgan Stanley & Co. LLC | |
By: | /s/ Lauren Cummings |
Name: Lauren Cummings | |
Title: Managing Director | |
J.P. Morgan Securities LLC | |
By: | /s/ Lucy Wang |
Name: Lucy Wang | |
Title: Executive Director |
Signature Page to Underwriters’ Acceleration Request