Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
October 2, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Barbara Jacobs
Matthew Crispino
Stephen Krikorian
Diane Fritz
| Re: | Elastic N.V.1 |
Registration Statement on FormS-1 |
FileNo. 333-227191 |
Acceleration Request
Requested Date: October 4, 2018
Requested Time: 4:00 P.M. Eastern Time
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 Elastic N.V. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on October 4, 2018, or at such later time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated September 24, 2018:
| (i) | Dates of distribution: September 24, 2018 through the date hereof |
| 1 | Immediately prior to the completion of the Company’s initial public offering, the Company intends to change its corporate form from a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) into a Dutch public limited company (naamloze vennootschap) and change its corporate name from Elastic B.V. to Elastic N.V. |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 8 |
| (iii) | Number of prospectuses furnished to investors: approximately 2500 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 100 |
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 Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC | ||
| Acting severally on behalf of themselves and the several Underwriters | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Goldman Sachs & Co. LLC | |
| Name: David Ludwig | ||
| Title: Managing Director | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Greg Chamberlain | |
| Name: Greg Chamberlain | ||
| Title: Head of US TMT ECM | ||
[Signature Page to Underwriters’ Acceleration Request]
