SecProbe.io

May 3, 2012
 Via E-mail

Andrew D. Perlman Chief Executive Officer and President Vringo, Inc. 44 W. 28th Street, Suite 1414 New York, New York 10001
Re: Vringo, Inc.
Registration Statement on Form S-4 Filed April 6, 2012
  File No. 333-180609

Dear Mr. Perlman:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

 1. We note you have blanks throughout your proxy statement/prospectus.  Please fill in
these blanks (you may bracket any in formation that may change).
 Market Price Data and Dividend Information, page 32

 2. We note your table on page 34 shows the owne rship of the company after the completion
of the Merger.  Please add a column that shows each owner’s tota l voting power with
respect to the company’s capital stock.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 2

 Vringo may not realize the potential value a nd benefits created by the Merger, page 42

 3. We note your risk of losing certain sales a nd customers after the Merger in the third
bullet point.  Please clarify whether this is a ge neral risk or if there are specific material
customers that you anticipate losi ng as a result of the merger.
 The combined company will require additional capital to support its present business…, page 44

 4. We note you have sufficient funds for the combined company until the fourth quarter of
2012.  Please specify the amount of these funds and, further, specify the amount of funds
you will need for 12 months after the fourth  quarter of 2012 to meet your liquidity
requirements.  Please also revise other appropriate places of your proxy
statement/prospectus such the th ird risk factor on page 46.

The combined company’s business and financ ial condition could be constrained…, page 44

 5. We note that Hudson Bay may call $2 million of the note for payment at the Effective
Date of the merger and that the loan will be  secured by all of the Company’s tangible and
intangible property.  Discuss the Company’s ability to make the $2 million payment if called at that time and the risk that such pr operty could be sold to satisfy this debt.

Material weaknesses may exist when the company reports on the effectiveness of its internal
control over financial reporting for purpos es of its reporting requirements, page 45

6. Clarify that the combined company will be required to provide management’s report on
internal control over financial re porting in its 2012 Form 10-K.

The exercise of a substantial num ber of warrants or options by Vringo’s security holders…, page
46
 7. You disclose that certain options will ha ve accelerated vesting if certain market
conditions are met.  Please disclose these conditions.
 If Vringo is unable to enter in to or maintain distribution a rrangements with major mobile
carriers, page 49
 8. Please disclose the names of the major m obile carriers and your other partners.

Vringo may not be able to continue to maintain  its application on all of the operating systems…,
page 50
 9. Please disclose the percentage of your bus iness that operates on the Windows Mobile,
Blackberry, and Android operating systems.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 3

 Vringo’s Facetones™ application depends upon  Vringo’s continued access to Facebook®
photos, page 51
 10. Please disclose the percentage of your business based on Facet ones™.  File this
agreement as an exhibit to the registration statement.
 Innovate/Protect has commenced legal proceedings  against owners of certain online search
engines…, page 54
 11. We note you disclose that Innovate/Protect’s  legal fees and other expenses will be
material and negatively impact its financial condition and results of operations.  Please
disclose your estimated fees for the short-te rm (the next 12 months) and long-term (the
subsequent 12 months).  Revise ot her appropriate places of your proxy
statement/prospectus.
 Background of the Merger, page 61

 12. We note you disclose the negotiations between  Vringo and Innovate/Protect from pages
61 to 64.  However, your disclosure does not discuss or present the negotiations on price
and consideration.  Please revise your negotia tion section to addr ess your negotiations
with respect to price.

13. From the bottom of page 61, we note Mr. Gerb er is the CEO of Hudson Bay Capital (the
controlling shareholder of Innovate/Protect) a nd is also a Vringo stockholder.  With a
view towards revised disclosure, please expl ain the extent of his holdings in, and prior
relationship with, Vringo.  We note that he is not listed as a beneficial owner of Vringo,
and it is not clear from your current disclosure whether hi s stock ownership in Vringo
provided him access to Mr. Engelman.
 14. We note from the first full paragraph on page 62 that Vringo’s directors held a call and
discussed a number of potential merger scen arios.  Please provide more detail on these
scenarios and explain why the board aut horized Mr. Perlman to negotiate with
Innovate/Protect.  Also, disclose whether the board authorized Mr. Perlman to negotiate
exclusively with Innovate/Protect.

15. We note the disclosure in th e third full paragraph on page  62.  Please explain what you
mean by headline terms and disclose these term s.  Also further describe the comments
and additional points that  were to be negotiated.

16. Similarly we note your disclosure in the f ourth to ninth paragraph on page 62.  Please
revise to provide more fulsome disclosure  on your negotiations between January 10 and
January 23, 2012.  For instance:

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 4

  Explain the deal points desc ribed in the fourth full pa ragraph and the material
terms in the term sheets,
 Disclose whether Mr. Berger negotiated fo r a specific premium or range that was
above Innovate/Protect’s most recent valuation,
 Disclose what you mean by top line deal terms in the fifth full paragraph and
disclose these terms,
 Describe in more detail th e other strategic alternatives  considered by the board in
the seventh full paragraph, and
 Describe in more detail the outsta nding items mentioned in the ninth full
paragraph.
 17. In addition we note your disclosure on page 63.  Please revise to provide more fulsome
disclosure on your negotiations.  In specific:
 Explain in more detail the additional strate gic alternatives considered in the first
full paragraph,
 Disclose the details of the teleconfer ence with KPMG held on January 31, 2012,
 Describe in more detail the alternatives  that had become available on February 10,
2012 after Vringo increased its cash position,
 Clarify how you terminated and re-engaged  in merger discussions.  It appears
Vringo terminated discussions on February  6, 2012 but, a week later, on February
13, it appears Josh Wolff on behalf of  Vringo met with Mr. Lang, and
 Explain how the new draft term sheet produced from the February 15, 2012
meeting was different from the most recen t term sheet prior to termination and
explain the negotiations that  transformed this new draft term sheet into the non-
binding term sheet produced by February 18, 2012.
 18. We also note disclosure regard ing your negotiations on page 64.  As noted above, please
provide more fulsome disc losure.  In specific:

 Explain the additional con cerns discussed on February  21, 2012, the strategies
discussed on February 21, 2012, and w hy the board approved the terms on
February 23, 2012,
 Explain why Innovate/Protect’s board formed an independent committee on
February 23, 2012,
 Explain the material is sues negotiated over between February 24 and 28, 2012,
the material discussions on February  29, March 5, and March 7, 2012, and the
outstanding issues discussed on March 8, 2012 and March 12, 2012.

Disclose, as noted above, whether there were nego tiations on price between
February 23, 2012 and March 12, 2012.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 5

 Recommendations of the Vringo Board of Direct ors and its Reasons for the Merger, page 65

 19. We note the positive factors considered by th e Vringo board to approve the Merger.
Please elaborate on (i) why the combination with Innovate/Protect would create more
value for Vringo stockholders in the long-term  than Vringo could cr eate as a stand-alone
business, (ii) what were the st rategic alternatives considered to the Merger, (iii) Vringo’s
short- and long-term performance as a st and-alone company, and (iv) the closing
condition with respect to the Litigation.
 Opinion of Etico Capital to the Vr ingo Board of Directors, page 66

 20. We note your disclosure in the second to la st paragraph on page 67.  Please explain why
no forecasts or projections were supplied to  Etico and how this might affect Etico’s
opinion.  Tell us whether any forecasts or proj ections regarding Vri ngo were provided to
Innovate/Protect’s management or significant shareholders.
 21. Similarly please explain why you did not valu e Innovate/Protect’s Patents or did not
account for the success of the Litigation and how these actions might affect Etico’s opinion.

22. Given that Vringo and Innovate/P rotect will continue as a combined entity, explain why
you evaluated each company only on a standalone basis.

Comparable Companies Analysis, page 69

 23. Given Vringo’s small size and developing ope rations, please explain why Etico selected
public companies competing in the mobile so lutions industry with enterprise values
between $3.3 million and $901.0 million.
24. We note Vringo’s implied valuation based on th e Comparable Company Analysis is from
$230,000 to $20.7 million.  In light of this broad range of value, please expand to explain how Vringo’s board used and considered the implied valuation provided by the
Comparable Company Analysis to approve  the Merger and conclude the Merger
consideration was fair to its shareholders.  Further explain how Etico used this implied
valuation to conclude the Merger consider ation was fair to Vringo stockholders.

Innovate/Protect Valuation, page 70

25. From the middle of page 71, we note Innovate /Protect had an implied valuation of
between $2.0 million and $287 million based on the Comparable Companies Analysis.  Please revise to explain how Vringo’s board us ed and considered this implied valuation
to approve the Merger and concl ude the Merger consideration wa s fair to its shareholders.
Further explain how Etico used this imp lied valuation to conclude the Merger
consideration was fair to  Vringo stockholders.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 6

 Miscellaneous, page 72

 26. We note your disclosure at the top of pa ge 73 regarding the relationship between a
principal of Etico and a general partner of Vringo who is also a stockholder of
Innovate/Protect.  Please name these pers ons and specify their relationship.
 Material U.S. Federal Income Tax C onsequences of the Merger, page 77

 27. Whether the Merger will qualify as a “reorg anization” within the meaning of Section
368(a) of the tax code to obtai n certain tax-free treatment is a material federal income tax
consequence to Innovate/Protect investors.  Please provide a tax opini on of counsel as to
the tax treatment of the merger as an exhibit to the registration statement.

The Merger Agreement, page 80

 28. We note your disclosure in the second full pa ragraph on page 80 that the representations,
warranties, and covenants in the merger agr eement have been made only for the purpose
of the merger agreement and ar e intended solely for the benef it of the parties, and that
security holders are not third-party benefici aries under the merger agreement and do not
have any direct rights or reme dies pursuant thereto.  Please re vise to remove any potential
implication that the merger agreement doe s not constitute public disclosure under the
federal securities laws.

29. We note your disclosure that informati on concerning the subject matter of the
representations and warranties may have cha nged since the date of the merger agreement
or may change in the future and these changes may not be fully reflected in the public disclosures made by Vringo and/or Innovate /Protect.  Please be advised that,
notwithstanding the inclusion of  a general disclaimer, you are responsible for considering
whether any additional specific disclosures of  material information regarding material
contractual provisions are re quired to make the statem ents included in the proxy
statement/prospectus not misleading.

30. We also note your disclosure at the bottom of page 81 regarding a limitation on Vringo’s
ability to incur indebtedness that is senior to  Vringo’s preferred stoc k.  Please include this
disclosure in other appropri ate places of the proxy statement/prospectus such as the
Liquidity section and discuss the effects of this limitation.

31. The bottom of page 87 and top of page 88 di scloses a letter agreement between Vringo
and Hudson Bay that is a closing condition to the Merger.  This agreement provides
Hudson Bay with the right to participate in up to 25% of certain offerings conducted by
Vringo.  Please elaborate and revise  appropriate sections of the proxy
statement/prospectus to explain how this affects your access to capital and capital
resources.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 7

 Vringo Proposal No. 2…, page 98

 32. We note your disclosure on page 100 under “Eff ects of the Reverse Stock Split.”  Please
revise to explain the potential antitakeove r effects of proportionally increasing your
authorized shares after the reverse stock split.
 Vringo Proposal No. 3…, page 104

 33. This proposal requests shareholder approval to  increase the number of  authorized shares
of Vringo common stock from 28,000,000 up to a maximum of 150,000,000.  Please
disclose the dilutive and antitakeover effect s of such amendment; and that shareholder
approval, unless required, will not be sought fo r future issuances after the increase in
authorized.  We note simila r disclosure in the second full paragraph on page 100.
 Overview, page 119

 34. Please discuss how the merger will affect the cu rrent operations of the Company.  In this
regard, we note that Innovate/Protect’s t echnology is not inte grated into Vringo’s
ringtone products.  If the me rger is consummated, indicate whether management expects
to continue to monetize its current technology.

Liquidity and Capital Resources, page 127

 35. Please revise to estimate the amount of funds you will need in the short-term (over the
next 12 months) and in the long-term (in th e subsequent 12 months) to help you meet
your liquidity requirements.  In your estimat e please describe a nd account for funds you
will need to consummate and integrate Innovate/Protect into your business.
 Innovate/Protect’s Init ial Litigation, page 134

 36. We note your disclosure at the top of page 135 regarding the Markman  process.  Please
revise to explain in more detail how th is process works and how it applies to your
Patents.

Relationship with Hudson Bay Master Fund Ltd., page 136

37. We note from the last paragraph on page  136 that you have en tered into a letter
agreement with Hudson Bay where you will amend and restate the Note if the Merger is
consummated.  Please provide more details on how the Note will be amended and restated.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 8

 Liquidity and Capital Resources, page 142

 38. Please disclose your budg