Morgan Stanley & Co. International plc
25 Cabot Square, Canary Wharf
London E14 4QA
United Kingdom
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
VIA EDGAR AND FACSIMILE
May 7, 2014
Barbara C. Jacobs, Assistant Director
Jan Woo, Attorney-Adviser
Christine Davis, Assistant Chief Accountant
Eiko Yaoita Pyles, Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Cheetah Mobile Inc. |
Registration Statement on Form F-1, as amended (Registration No. 333-194996)
Ladies and Gentlemen:
We hereby join Cheetah Mobile Inc. (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 5:00 P.M., Eastern Daylight Time on May 7, 2014, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 25, 2014, through the date hereof:
Preliminary Prospectus dated April 25, 2014:
3,657 copies to prospective Underwriters, institutional investors, dealers and others.
The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
| MORGAN STANLEY & CO. INTERNATIONAL PLC | ||
| J.P. MORGAN SECURITIES LLC | ||
| As Representatives of the several Underwriters | ||
| By: MORGAN STANLEY & CO. INTERNATIONAL PLC | ||
| By: | /s/ ALAIN LAM | |
| Name: | ALAIN LAM | |
| Title: | MANAGING DIRECTOR | |
[Signature Page to Underwriters’ Acceleration Request]
| By: J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Jeff Zajkowski | |
| Name: | Jeff Zajkowski | |
| Title: | Authorized Signatory | |
[Signature Page to Underwriters’ Acceleration Request]
