SEC Company Response from PagerDuty, Inc. (PD) (CIK 0001568100) (PD) — Apr 8, 2019
PagerDuty, Inc. (PD) (CIK 0001568100)
Date: April 8, 2019 · CIK: 0001568100 · Accession: 0001628280-19-004021
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Reasoning
File numbers found in text: 333-230323
Letter
Document
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
April 8, 2019
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Barbara C. Jacobs, Assistant Director Stephen Krikorian, Accounting Branch Chief Matthew Crispino, Staff Attorney Ryan Rohn, Staff Accountant
Re:
PagerDuty, Inc. Registration Statement on Form S-1 (File No. 333-230323) Request for Acceleration of Effective Date
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 PagerDuty, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on April 10, 2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have carried out the following distribution of the Company’s Preliminary Prospectus dated April 1, 2019:
(i)
Dates of distribution: April 1, 2019 through the date hereof
(ii)
Number of prospective underwriters to which the preliminary prospectus was furnished: 8
(iii)
Number of prospectuses furnished to investors: approximately 4,540
(iv)
Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 75
We, 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 the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
MORGAN STANLEY & CO. LLC
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CORRESP 1 filename1.htm Document Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 April 8, 2019 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Barbara C. Jacobs, Assistant Director Stephen Krikorian, Accounting Branch Chief Matthew Crispino, Staff Attorney Ryan Rohn, Staff Accountant Re: PagerDuty, Inc. Registration Statement on Form S-1 (File No. 333-230323) Request for Acceleration of Effective Date 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 PagerDuty, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on April 10, 2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have carried out the following distribution of the Company’s Preliminary Prospectus dated April 1, 2019: (i) Dates of distribution: April 1, 2019 through the date hereof (ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 8 (iii) Number of prospectuses furnished to investors: approximately 4,540 (iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 75 We, 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 the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Very truly yours, MORGAN STANLEY & CO. LLC J.P. MORGAN SECURITIES LLC Acting severally on behalf of themselves and the several Underwriters Morgan Stanley & Co. LLC By: /s/ Lauren Cummings Name: Lauren Cummings Title: Managing Director J.P. Morgan Securities LLC By: /s/ Lucy Wang Name: Lucy Wang Title: Executive Director Signature Page to Underwriters’ Acceleration Request