SecProbe.io

April 3, 2015

Eric B. Stang
President and Chief Executive Officer
Ooma, Inc.
1880 Embarcadero Road
Palo Alto, CA 94303

Re: Ooma, Inc.
Draft Registration Statement on Form S -1
Submitted March 9, 2015
  CIK No. 0001327688

Dear Mr. Stang:

We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts  and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statemen t, we may have additional
comments.

About This Prospectus, page ii

1. Please remove the statement that you have not independently verified the information
contained in the industry publications and reports that you reference.  In this regard, be
advised t hat you are responsible for the entire contents of the registration statement and
should not include language that can be interpreted as a disclaimer of information you
have chosen to include.

Prospectus Summary, page 1

2. Please provide us with support for  the following statements:

 you are “a leading provider of innovative communications solutions and other
connected services to small businesses, home and mobile users,” on page 1;

Eric B. Stang
Ooma, Inc.
April 3, 2015
Page 2

 your communications solutions deliver “industry -leading … voice quality, ad vanced
features and integration with mobile devices at extremely competitive pricing and
value,” on page 1;

 you have “achieved high levels of customer retention and loyalty by delivering
exceptional quality and customer satisfaction,” on page 1;

 the readers of PC Magazine have “selected Ooma’s small business solution as the
best internet phone for small businesses,” on page 1;

 the readers of a leading U.S. consumer research publication have “ranked Ooma as
the number one home phone service for ov erall satisfaction and value,” on page 1;

 your Talkatone app was “ranked in the top 100 and top 300” of the Google Play and
Apple App Store, respectively, on page 1;

 you believe you have “one of the lowest customer churn rates in the industry,” on
page 2 ; and

 as of January 31, 2015, you estimate that you have saved your small business and
home customers “an aggregate of approximately $700 million” on page 4.

Overview, page 1

3. We note that you disclose Adjusted EBITDA before presenting corresponding Net Loss.
Please revise to present the financial measure calculated and presented in accordance
with GAAP first .  See Item 10(e)(1)(i)(A) of Regulation S -K.

Summary Consolidated Financial Data, page 10

4. We note that your pro forma earnings per share (EPS) amounts on pages 11 and 58, the
related explanative disclosures of numerator and denominator pro forma adjustments on
page F -32 and the pro forma balance sheet data on page 12 are confined to the effects  of
the assumed conversion of convertible preferred stock, preferred stock warrants and
settlement of related preferred stock warrant liabilities as a result of your IPO going
effective.  You also disclose on page 50 that you may use a portion of the net p roceeds
from your offering to repay the outstanding principal and accrued interest on your
existing loans with Silicon Valley Bank and cash settle the December 2010 warrants.
Please tell us your consideration for giving further effect to your pro forma EP S amounts
for the number of shares issued whose proceeds you may use to pay off these amounts, as
well as the related effect on the pro forma balance sheet data assuming such repayments.
Also reconcile the disclosure on page F -19 that states upon an IPO t he company “shall”
settle the warrants as opposed to “may” settle.  Please see SAB Topic 3.A and Rule  11-

Eric B. Stang
Ooma, Inc.
April 3, 2015
Page 3

 01(a)(8) and 11 -02(b)(7) of Regulation S -X.

Risk Factors, page 13

5. Please ensure that each distinct risk is presented under a separate risk factor hea ding.  For
example, the risk factor on page 14 concerning competition and aggressive business
tactics and the risk factor on page 22 concerning interruptions in your services appear to
discuss several distinct risks under a single heading.

Risks Related to Our Business

We depend on four vendors to manufacture the on -premise appliances…, page 16

6. We note that several of the components used in your on -premise appliances and end point
devices are single -sourced.  Please provide a summary of the key terms an d conditions of
any material agreements with these suppliers in your business section.   Additionally, tell
us what consideration you have given to filing any material agreement s with these
suppliers upon which you are substantially dependent.  Consider Ite m 601(b) (10)(ii)(B)
of Regulation S -K.

Our access to the majority of our lead -generation customers…, page 20

7. It is unclear to us whether your lead -generation services account for a material portion of
your revenues.  Please quantify such portion, if mate rial, here.

A security breach could delay or interrupt service to our customers…, page 21

8. We note that you may have been subject to DDOS attacks in the past.  Please clarify
whether you have knowledge of the occurrence of any such attacks in the past .  If attacks
have occurred, and were material either individually or in the aggregate, revise to discuss
the related  costs and consequences.  For additional guidance, consider our CF Disclosure
Guidance : Topic No. 2 on Cybersecurity.

We face a risk of no n-compliance with certain covenants in our loan agreements…, page 25

9. Please revise this risk factor to include a discussion of your recent non -compliance with a
non-financial covenant of your loan agreements.

Shifts in trends or the emergence of new tech nologies may render our solutions…, page 25

10. We note that you currently derive a majority of your revenue from subscriptions to Ooma
Telo.  Please revise to disclose the percentage of your revenue that is attributable to
Ooma Telo.

Eric B. Stang
Ooma, Inc.
April 3, 2015
Page 4

 Risks Related to Being a Public Company

The requirements of being a public company may strain our resources…, page 43

11. Please change “January 31, 2020” in the first paragraph on page 44 to “January 31,
2021,” which, assuming this IPO goes effective this fiscal year, would be t he last day of
the fiscal year following the fifth anniversary date of the first sale of your common shares
under this registration statement.  Refer to Section 101(b)(2)(B) of the JOBS Act.

Risks Related to Owning Our Common Stock and This Offering

Worl dview Technology Partners and its affiliates own a significant portion…, page 45

12. We note that Worldview Technology Partners and its affiliates beneficially owned
approximately 57.2% of your outstanding voting securities as of January 31, 2015.
Please tel l us whether you will be a controlled company under the rules of the exchange
on which you intend to list your shares, and if so, disclose your status as a controlled
company on the prospectus cover page and revise the prospectus summary and this risk
factor to the extent appropriate.  Regardless of your status as a controlled company,
ensure that the prospectus summary highlights that insiders will continue to hold a
significant amount of shares and will continue to have substantial control over corporate
matters after this offering.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Customer Economics, page 61

13. We note your disclosure on page 62 that in connection with acquiring new customers,
you typically incur an d recognize significant upfront costs, consisting primarily of sales
and marketing costs.  Please advise us of the magnitude of such costs and confirm the
accounting treatment given them.  Cite, as applicable, the relevant accounting guidance
supporting su ch treatment.

Key Business Metrics, page 62

14. Please tell us what consideration you have given to disclosing core user churn as a key
business metric, as well as  including a discussion of  any related trends, for each period
presented in your financial stat ements.  In this regard, we note your average monthly core
user churn rate of 0.50% for fiscal 2015, your belief that maintaining a low core user
churn is a key factor affecting your performance and your use of core user churn in the
calculation of your  Annual Net Dollar Subscription Retention Rate metric.  See Item
303(a)(3)(ii) of Regulation S -K.  For additional guidance, consider Section III.B of SEC
Release No. 33 -8350.

Eric B. Stang
Ooma, Inc.
April 3, 2015
Page 5

 15. You disclose that the relationship you establish with your core users positions you  to sell
additional premium communications services and other new connected services to them.
You also disclose that the increase in your core users in a relative sense was primarily
due to Ooma Telo customers as well as Ooma Office.  To the extent that y ou use separate
Telo and Office core user information to manage your business, tell us what
consideration you gave to disclosing in quantified terms the respective absolute changes
of each of those core user groups, Telo and Office, for the reported period s within your
Annualized measures.  In addition, to the extent sales of additional premium
communications and other connected services to each of these core user groups are key
measures of your growth, tell us if you use some measure of these additional sa les by
type of core user group, i.e., Ooma Telo and Ooma Office, to manage your business.  If
so, tell us what consideration you gave to disclosure of the same.  For additional
guidance, consider Section III.B of SEC Release No. 33 -8350.

16. On page 63 please  expand your disclosure regarding Annualized Exit Recurring Revenue
to include reasons why you believe this metric is an important indicator of operating
performance and known trends, similar to the discussions you provided for the Core
Users and Annual Ne t Dollar Subscription Retention Rate metrics.  Also, please further
expand your disclosu re to discuss the period -to-period variances in the amounts reported
for each of your metrics,  which would include discussion  of the underlying causes of the
variances from operating and market perspectives, as well as any indicated trends and
related effects, if any, on future results.  For additional guidance, consider Section III.B
of SEC Release No. 33 -8350.

17. Please explain to us specifically how you calculated the A nnual Net Dollar Subscription
Retention Rates disclosed on page 64 per the methodology discussed on page 63 and in
relation to the Annualized Exit Recurring Revenue and Core User amounts disclosed on
page 63, as well as the monthly churn rates used.

Conso lidated Results of Operations

Comparison of Nine Months Ended October 31, 2013 and 2014

Revenue, page 68

18. Instead of simply using the term “primarily,” please quantify the impact of each factor
that significantly contributed to a material change discussed in this section.  For example,
in your year -over-year comparison, please revise to separately quantify the  revenue
increase attributable to Ooma Office and discuss any material changes in related trends.
See Item 303(a)(3) of Regulation S -K.  For additional guidance, consider Section III.D of
SEC Release No. 33 -6835.

Eric B. Stang
Ooma, Inc.
April 3, 2015
Page 6

 Critical Accounting Policies and Estima tes

Stock -Based Compensation

Common Stock Valuations, page 80

19. We note your disclosures of the factors considered and methodologies used to
periodically estimate the fair value per share of your common stock for measuring stock -
based compensation expense  relating to stock option grant awards.  Please revise to add
disclosures describing the extent to which such estimates are considered highly complex
and subjective, and that such estimates will not be necessary to estimate the fair value of
future option grant awards once the underlying common shares begin trading after IPO
effectiveness.

Business

Industry Background, page 85

20. With respect to every third -party statement in your prospectus, such as the information
provided by IDC and PC Magazine, please revise to indicate the title and date of the
publication.  Additionally, provide us with copies of the relevant portions of the industry
research reports you cite.  To expedite our review, clearly mark each source to highlight
the applicable portion or sec tion containing the statistic and cross -reference it to the
appropriate location in your prospectus.  Also, tell us whether you commissioned any of
the studies or reports.

Litigation, page 102

21. It is unclear whether your statement that there are currently  no outstanding cla ims against
you applies to all of the legal proceedings covered by Item 103 of Regulation S -K.
Please advise.

Executive Compensation

Summary Compensation Table, page 115

22. It appears that the amounts reported in the bonus column were based upon the
achievement of certain performance goals and therefore may have been awarded pursuant
to an "incentive plan," as such term is defined in Item 402(m)(5)(iii) of Regulation S -K.
Please revise to disclose these amounts in the non -equity incent ive plan column or advise
why this is not required.   For additional guidance, consider Question 119.02 of our
Regulation S -K Compliance and Disclosure Interpretations .  Additionally, ensure any
such revisions discuss the material terms of any non -equity in centive plan awards made,
including a general description of the formula or criteria to be applied in determining the

Eric B. Stang
Ooma, Inc.
April 3, 2015
Page 7

 amounts payable and the vesting schedule.  See Item 402(o)(5) of Regulation S -K.

23. We note that Mr. Gustke received $50,000 of non -equity i ncentive plan compensation for
fiscal 2015, pursuant to a quarterly variable commission bonus based on the achievement
of quarterly sales goals.  Please revise to provide a general description of the quarterly
sales goals.

Description of Capital Stock, pa ge 131

24. Please remove the phrase “qualified in its entirety” following this heading and the phrase
“qualified in all respects” from page 148.  Descriptions in the prospectus must be materially
complete without reference to the underlying documents.

Share s Eligible for Future Sale

Lock -Up Agreements and Obligations, page 136

25. Please concisely describe the exceptions to the lock -up agreements here or in your
Underwriting section.  Additionally, provide a brief description of the notice procedures
for the r elease of any of the securities subject to the lock -up agreements.

Legal Matters, page 148

26. We note that affiliates of Orrick, Herrington &  Sutcliffe LLP beneficially own less than
0.05% of the shares of your outstanding common stock.  Please revise to include an “as
of” date.

Index to Consolidated Financial Statements

General

27. Please denote the October 31, 2014 and 2013 interim amounts pr esented on pages F -4
and F -6 as “Unaudited.”

Notes to Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition, page F -8

28. Concerning  revenue earned through the display of advertisements through your Talkatone
mobile application, please tell us what proportion of total subscription and services
revenue this subcategory comprises, and explain further the specific role and

Eric B. Stang
Ooma, Inc.
April 3, 2015
Page 8

 responsibilities that you may assume under these revenue arrangements as it relate s to t