SecProbe.io

CORRESP
1
filename1.htm

July 6, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

    Attention:
    Matthew Crispino

    Jan Woo

    Re:
    Ping Identity Holding Corp.

Registration Statement on Form S-1 (File No. 333-239703)

Ladies and Gentlemen:

Pursuant to Rule 460
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), we
wish to advise that as of the time of this filing, the underwriters have not yet made any distribution of the Preliminary Prospectus
of Ping Identity Holding Corp. (the “Registrant”) dated July 6, 2020. However, the underwriters are taking steps
to see that all underwriters, brokers or dealers participating in the public offering of shares of the Registrant’s common
stock pursuant to the above-captioned Registration Statement, as amended (the “Registration Statement”), are
promptly furnished with sufficient copies of the preliminary and final prospectus to enable them to comply with the prospectus
delivery requirements of Sections 5(b)(1) and (2) of the Securities Act.

We wish to advise you
that the participating underwriters have informed us that they have complied and will continue to comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the
request of the Registrant that the effectiveness of the above-captioned Registration Statement be accelerated to 4:00 p.m. Washington,
D.C. time, on Wednesday, July 8, 2020 or as soon thereafter as practicable, or at such other time thereafter as the Company or
its counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

[Signature page follows]

        Very truly yours,

        GOLDMAN SACHS & CO. LLC

        BOFA SECURITIES, INC.

        As representatives of the Underwriters listed in Schedule II
        of the Underwriting Agreement

    By:
    Goldman Sachs & Co. LLC

    By:
    /s/ William D. Connolly III

    Name:
    William D. Connolly III

    Title:
    Managing Director

    By:
    BofA Securities, Inc.

    By:
    /s/ Michael Liloia

    Name:
    Michael Liloia

    Title:
    Director

[Signature Page to UW Acceleration Request]