June 8, 2015
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | CyberArk Software Ltd. |
Registration Statement on Form F-1 (SEC File No. 333-204516)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of CyberArk Software Ltd. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on Wednesday, June 10, 2015, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 2,803 copies of the Preliminary Prospectus dated June 8, 2015 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
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Very truly yours,
GOLDMAN, SACHS & CO. DEUTSCHE BANK SECURITIES INC. BARCLAYS CAPITAL, INC.
As Representatives | ||
| By: | GOLDMAN, SACHS & CO. | |
| By: | /s/ Richard Cohn | |
Name: Richard Cohn Title: Managing Director | ||
| By: | DEUTSCHE BANK SECURITIES INC. | |
| By: | /s/ John Reed | |
Name: John Reed Title: Managing Director | ||
| By: | /s/ Jason Eisenhauer | |
Name: Jason Eisenhauer Title: Director | ||
| By: | BARCLAYS CAPITAL INC. | |
| By: | /s/ Victoria Hale | |
Name: Victoria Hale Title: Vice President | ||
[Signature page to Acceleration Request]
