SecProbe.io

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 April 7, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Re: Ooma, Inc. Registration Statement on Form S-3 Filed April 6, 2026 File No. 333-294890 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Ooma, Inc., a Delaware corporation (the “ Registrant ”), hereby requests that the above-referenced Registration Statement on Form S-3 (the “ Registration Statement ”) be declared effective at 4:00 p.m., New York City time, on April 10, 2026 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling William Hughes at (415) 773-5 720 . Thank you for your assistance in this matter.

 Kind regards,

 OOMA, INC.

 By: /s/ Jenny Yeh

 Name: Jenny Yeh

 Title: Senior Vice President and Chief Legal Officer

   cc: William Hughes, Orrick, Herrington & Sutcliffe LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 6, 2026

Eric B. Stang
President and Chief Executive Officer
Ooma, Inc.
525 Almanor Ave, Suite 200
Sunnyvale, CA 94085

 Re: Ooma, Inc.
 Registration Statement on Form S-3
 Filed April 6, 2026
 File No. 333-294890
Dear Eric B. Stang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jan Woo at 202-551-3453 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: William L. Hughes
</TEXT>
</DOCUMENT>

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CORRESP

 December 15, 2022

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Ooma, Inc.

Registration Statement on Form S-3

Filed December 9, 2022

File No. 333-268733

Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, the undersigned registrant, Ooma, Inc., a Delaware corporation (the “Registrant”), hereby requests that the above-referenced Registration Statement on Form
S-3 (the “Registration Statement”) be declared effective at 4:00 p.m., New York City time, on December 19, 2022 or as soon as practicable thereafter. Once the Registration Statement has
been declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling William Hughes at (415) 773-5720.

Thank you for your assistance in this matter.

Kind regards,

OOMA, INC.

By:

 /s/ Jenny Yeh

Name:

Jenny Yeh

Title:

Vice President and General Counsel

cc:
 William Hughes, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
December 14, 2022
Eric Stang
Chief Executive Officer
OOMA INC
525 Almanor Ave, Suite 200
Sunnyvale, CA 94085
Re:OOMA INC
Registration Statement on Form S-3
Filed December 9, 2022
File No. 333-268733
Dear Eric Stang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Bill Hughes

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Acceleration Request

 January 6, 2020

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Ooma, Inc.

Registration Statement on Form S-3

Filed December 23, 2019

File No. 333-235673

VIA EDGAR

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Ooma, Inc., a Delaware corporation (the
“Registrant”), hereby requests that the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective at 4:00 p.m., New York City
time, on January 8, 2020 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Andy Thorpe
at (415) 773-5970.

 Thank you for your assistance in this matter.

Kind regards,

 Ooma, Inc.

By:

/s/ Jenny Yeh

 Jenny C. Yeh

 Vice President and General
Counsel

 CC: Bernard Nolan, Attorney-Adviser

650 566 6600

 525 Almanor Ave, Suite 200

Sunnyvale, CA 94085

 ooma.com

January 2, 2020
Eric B. Stang
President and Chief Executive Officer
Ooma, Inc.
525 Almanor Avenue
Suite 200
Sunnyvale, CA 94085
Re:Ooma, Inc.
Registration Statement on Form S-3
Filed December 23, 2019
File No. 333-235673
Dear Mr. Stang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bernard Nolan, Attorney-Adviser, at (202) 551-6515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew D. Thorpe

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VIA EDGAR

December 23, 2016

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention:  Jan Woo, Branch Chief-Legal

RE:

Ooma, Inc. Registration Statement on Form S-3

Filed December 16, 2016

File No. 333-215155

 Request for Acceleration

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Ooma, Inc., a Delaware corporation (the "Registrant"), hereby requests that the above-referenced Registration Statement on Form S-3 (the "Registration Statement") be declared effective at 4:00 p.m., New York City time, on December 27, 2016, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Andy Thorpe at (415) 773-5970.

Thank you for your assistance in this matter.

Very truly yours,

Ooma, Inc.

By:

/s/ Spencer D. Jackson____________________________________

Spencer D. Jackson

 Vice President and General Counsel

cc:

Edwin Kim, Esq., Securities and Exchange Commission

Mail Stop 4561

December 22, 2016

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

Re: Ooma, Inc.
  Registration Statement on Form S-3
Filed  December 16, 2016
  File No.  215155

Dear Mr. Stang :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact  Edwin Kim, Attorney -Advisor, at (202) 551 -3297 or me at (202) 551 -3453
with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Branch Chief - Legal
Office of Information Technologies
and Services

cc: Andrew D. Thorpe, Esq.
 Orrick, Herrington & Sutcliffe LLP

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Comment Response Letter to the SEC

 ORRICK, HERRINGTON & SUTCLIFFE LLP

The Orrick Building

 405 Howard Street

San Francisco, California 94105-2669

tel +1-415-773-5700

 fax
+1-415-773-5759

 www.orrick.com

 Andrew D. Thorpe

(415) 773-5970

 athorpe@orrick.com

 July 14, 2015

Barbara C. Jacobs

 Assistant Director

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Re:
Ooma, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed July 6, 2015

File No.: 333-204975

 Dear Ms. Jacobs:

On behalf of our client, Ooma, Inc. (the “Company”), we submit this letter to the Staff of the Securities and Exchange Commission (the
“Commission”) with respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”). Set forth below are the Company’s responses to the comments contained in the Staff’s letter dated
letter dated July 13, 2015. The Staff’s comments are repeated below in bold face type and followed by the Company’s responses in regular type.

Prospectus Summary

 The Offering, page 8

1.
We note your disclosure here and in other sections of your filing that as a result of this offering you expect to have 16,829,033 outstanding shares of common stock, based on the number of shares outstanding as of
April 30, 2015. Please reconcile this amount to the 16,430,358 pro forma as adjusted outstanding shares of common stock as of this date disclosed on pages 54 and 58.

Response: The Company respectfully advises the Staff that, as indicated on pages 8-10 of the Registration Statement, the 16,829,033
figure explicitly includes 423,572 unvested shares of restricted stock as of April 30, 2015, and explicitly excludes net-exercisable warrants to purchase 34,397 shares of Series Alpha convertible preferred stock as
of April 30, 2015. In contrast, when presenting the 16,430,358 figure on pages 55-56, the explanatory disclosure accompanying that figure explicitly excludes 423,572 unvested shares of restricted stock as of April 30, 2015,
and explicitly includes 24,897 shares of common stock to be issued upon net

 Barbara C. Jacobs

 July 14,
2015

 Page 2

exercise of the warrants to purchase 34,397 shares. The discrepancy primarily relates to the fact that the unvested shares of restricted stock are legally issued and outstanding, but are not
treated as outstanding under GAAP for purposes of calculating EPS.

 Dilution, page 57

2.
It appears that your pro forma as adjusted net tangible book value as of April 30, 2015 of $64.6 million reflects the inclusion of expected gross proceeds of $85 million from the sale of your common stock in
this offering rather than expected net proceeds of $75.6 million disclosed on page 52. Please advise.

 Response:
The Company respectfully advises the Staff that the calculation of pro forma as adjusted net tangible book value reflects the expected net proceeds from the offering of $75.6 million. The Company’s calculation for the pro forma as adjusted
net tangible book value begins with net tangible book value of $(11.7) million, as disclosed in the Registration Statement, and is then adjusted for (i) the increase of the convertible preferred stock warrant liability by $0.1 million on
revaluation of a warrant which may be exercised or cash settled based on an assumed initial public offering price of $17 per share, which is the midpoint of the estimated offering price range; (ii) derecognition of the convertible preferred
stock warrant liability of $1.2 million for warrants that will be either net exercised to common shares or convert to common warrants; (iii) net proceeds of $75.6 million from the offering of the sale of 5,000,000 shares of our common stock at
the midpoint of the estimated offering price range of $17, after deducting estimated underwriting discounts and commissions and estimated offering costs; and (iv) derecognition of deferred issuance costs of $0.4 million related to the SVB loans
that the Company intends to repay in August 2015.

 Underwriting

Directed Share Program, page 157

3.
We note that a percentage of the shares being offered by the prospectus will be offered through a directed share program to “other individuals associated with us and members of their respective families.”
Please expand your disclosure to describe with more specificity the nature of the “association” between you and the individuals to whom shares will be offered.

Response: The Company respectfully advises the Staff that the associated individuals referred to in the quoted disclosure refers to
certain individuals with whom the Company has either a business relationship, such as vendors, distributors and the like, or a personal

 Barbara C. Jacobs

 July 14,
2015

 Page 3

relationship, such as friends of Company employees. The Company will update the disclosure in the registration statement to read as follows.

“At our request, the underwriters have reserved up to 5% of our shares of common stock offered by this prospectus for sale (excluding the
shares of common stock that may be issued upon the underwriters’ exercise of their option to purchase additional shares), at the initial public offering price, to our directors, officers, employees, investors and their affiliated entities, and
other individuals who have either a business relationship with us, such as vendors, distributors and the like, or a personal relationship such as friends of our employees, and members of their respective families.”

**********************************************

We appreciate your time and attention to the Company’s responses to the Staff’s comments. Should you have any additional questions or concerns,
please call me at 415-773-5970.

 Very truly yours,

 /s/
Andrew D. Thorpe

 Andrew D. Thorpe

cc:
Eric B. Stang, Ooma, Inc.

Ravi Narula, Ooma, Inc.

Spencer Jackson, Ooma, Inc.

Stephen J. Venuto, Orrick

Christopher J. Austin, Orrick

Joseph Z. Perkins, Orrick

Andrew S. Williamson, Cooley LLP

Charles S. Kim, Cooley LLP

David G. Peinsipp, Cooley, LLP

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Underwriters' Acceleration Request

 July 14, 2015

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attention:

Barbara C. Jacobs

 Mitchell Austin

Re:
Ooma, Inc.

Registration Statement on Form S-1 (File No. 333- 204975)

 Ladies
and Gentlemen:

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between
July 6, 2015 and the date hereof, approximately 3,112 copies of the Preliminary Prospectus dated July 6, 2015 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the
above-captioned Registration Statement.

 We wish to advise you that the participating underwriters 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, as amended, be accelerated to 4:30 p.m. Eastern Time, on Thursday, July 16, 2015 or as soon thereafter as practicable.

[signature page follows]

 Very truly yours,

 Credit Suisse Securities (USA) LLC

 Merrill Lynch, Pierce, Fenner & Smith

  Incorporated

     As representatives of the several underwriters

 Credit Suisse Securities (USA) LLC

 By:

 /s/ Shar Aghili

                Authorized Signatory

 Merrill Lynch, Pierce, Fenner & Smith

    Incorporated

 By:

 /s/ Richard A. Diaz

                Authorized Signatory

 [Signature Page to
Acceleration Request of the Underwriters]

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Company Acceleration Request

 OOMA, INC.

1880 Embarcadero Road

 Palo Alto,
CA 94303

 July 14, 2015

VIA EDGAR

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Barbara C. Jacobs

Mitchell Austin

Re:

 Ooma, Inc. Acceleration Request

 Acceleration Request

            Requested Date:

July 16, 2015

            Requested Time:

4:30 p.m. Eastern Time

 Ladies and Gentlemen:

Ooma, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to declare the Company’s Registration Statement on Form S-1 (File No. 333-204975), as amended, effective at the “Requested Date” and “Requested Time”
set forth above or as soon thereafter as practicable.

 The Company hereby authorizes Andrew D. Thorpe or Christopher J. Austin, both of
whom are attorneys with the Company’s outside legal counsel, Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration.

In connection with this acceleration request, the Company hereby acknowledges that:

•

should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Company requests that it be notified of such effectiveness by a telephone call to
Mr. Thorpe at (415) 773-5970, or in his absence, Mr. Austin at (212) 506-5234.

 [Signature page follows]

 Sincerely,

OOMA, INC.

 By:

 /s/ Spencer D. Jackson

 Name: Spencer D. Jackson

Title: Vice President & General Counsel

cc:

 Eric T. Stang, Ooma, Inc.

 Andrew D. Thorpe, Orrick, Herrington & Sutcliffe, LLP

 Christopher J. Austin, Orrick, Herrington & Sutcliffe, LLP

 Andrew S. Williamson, Cooley LLP

July 13, 2015

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

Re: Ooma, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed July 6, 2015
  File No. 333 -204975

Dear Mr. Stang :

We have reviewed your amended 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 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 registration statement and the information you
provide in response to these  comments, we may have additional comments.

Prospectus Summary

The Offering, page 8

1. We note your disclosure here and in other sections of your filing that as a result of this
offering you expect to have 16,829,033 outstanding shares of common stock, based on
the number of shares outstanding as of April 30, 2015.  Please reconcile this amount to
the 16,430,358 pro forma as adjusted outstanding shares of common stock as of this date
disclosed on pages 54 and 58.

Dilution, page 57

2. It appe ars that your pro forma as adjusted net tangible book value as of April 30, 2015 of
$64.6 million reflects the inclusion of expected gross proceeds of $85 million from the

Eric B. Stang
Ooma, Inc.
July 13, 2015
Page 2

 sale of your common stock in this offering rather than expected net proceeds of $75. 6
million disclosed on page 52.  Please advise.

Underwriting

Directed Share Program, page 157

3. We note that a percentage of the shares being offered by the prospectus will be offered
through a directed share program to “ other individuals associated with us and members of
their respective  families .”  Please expand your disclosu re to describe with more
specificity the nature of the “association” between you and the individuals to whom
shares will be offered.

You may contact Frank Knapp, Staff Accountant, at (202) 551 -3805 or Craig Wilson,
Senior Assistant Chief Accountant, at (202) 551 -3226 if you have questions regarding comments
on the financial statements and related matters.  Please contact Mitchell Austin , Staff Attorney,
at (202) 551 -3574 or me at (202) 551 -3735 with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc: Andrew D. Thorpe, Esq.
 Orrick, Herrington & Sutcliffe LLP

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CORRESP

 ORRICK, HERRINGTON & SUTCLIFFE LLP

THE ORRICK BUILDING

 405 HOWARD STREET

SAN FRANCISCO, CALIFORNIA 94105-2669

tel +1-415-773-5700

 fax +1 415-773-5759

WWW.ORRICK.COM

July 1, 2015

 Andrew D. Thorpe

 415/773-5970

athorpe@orrick.com

FOIA CONFIDENTIAL TREATMENT REQUESTED

WE HAVE OMITTED CERTAIN INFORMATION FROM THIS LETTER WHEN FILED ON EDGAR AND HAVE REQUESTED
CONFIDENTIAL TREATMENT PER 17 CFR § 200.83 FOR THE OMITTED INFORMATION. WE DENOTE OMITTED INFORMATION WITH THE PLACEHOLDER [***]

 Barbara
C. Jacobs

 Assistant Director

 Division of Corporation
Finance

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, DC 20549

Re:
Ooma, Inc.

Registration Statement on Form S-1

Filed June 15, 2015

File No. 333-204975

 Dear Ms. Jacobs:

On behalf of our client, Ooma, Inc. (the “Company”), we submit this supplemental letter to the Staff of the Securities and Exchange Commission in
connection with the above referenced Registration Statement on Form S-1 (the “Registration Statement”). The page numbers below correspond to the pages in the Registration Statement.

Due to business confidentiality and because of the commercially sensitive nature of the information discussed below, we are requesting confidential treatment
for the omitted information per 17 CFR §200.83 and the Freedom of Information Act (the “Confidential Information”). We also have filed a separate letter with the Office of Freedom of Information and Privacy Act Operations under 17 CFR
§200.83(c). Please promptly inform us of any request for disclosure of the Confidential Information so that we may substantiate our request for confidential treatment under 17 CFR §200.83.

Timing Considerations

 The Company advises the Staff that
it anticipates printing its preliminary prospectus on July 6, 2015 and launching its road show on July 7, 2015, with a target pricing date of July 21, 2015.

Estimated Preliminary IPO Price Range

 We advise the
Staff that we expect an estimated post-split preliminary price range of [***] assuming a 1-for-2 reverse stock split or an estimated pre-split preliminary price range of [***].

 Confidential Treatment Requested by Ooma, Inc.

OI - 001

 Barbara C. Jacobs

Assistant Director

July 1, 2015

Page 2

 The Company respectfully advises the Staff that the
estimated preliminary price range is subject to adjustment based on changes in market conditions, developments regarding the Company, and other factors. Further, the price range in the preliminary prospectus will not be determined until shortly
before the printing of the preliminary prospectus.

 As noted, the Company expects to implement a 1-for-2 reverse stock split; however, all share and
pricing information discussed below are pre-split.

 Explanation and Reconciliation of the Difference between the Fair Value of the Company’s
Common Stock and the Midpoint of the Estimated Preliminary IPO Price Range

1.
June 3, 2015 Option Grants

 The Company’s Board of Directors (the “Board”) granted
options to purchase an aggregate of 292,000 shares of the Company’s common stock to certain employees on June 3, 2015. At the time of this grant, the Board determined the fair value of the Company’s common stock was $7.48 per share.
The Board exercised significant judgment and considered numerous factors—including, but not limited to, those described on pages 88 and 89 of the Registration Statement—to determine fair value. The Board also considered the valuation
report of its third-party independent valuation firm (a “Valuation Report”) that concluded the fair value of the Company’s common stock was $7.48 per share as of April 30, 2015. The Valuation Report applied an 80% probability
weighting to completing an IPO and a 20% probability weighting to not completing an IPO (the “IPO Probability”), and also applied discounts to the valuation for the lack of marketability and for the minority interest represented by the
outstanding common stock (the “Discounts”). The Company respectfully advises the Staff that such Discounts, which by definition are not applicable to this estimation of the preliminary price range, and the estimation’s implicit
assumption that the IPO Probability is 100%, explains the small variance between the fair value as of June 3, 2015 and the [***] midpoint of the estimated preliminary price range of [***].

The Company respectfully further advises the Staff that the April 30, 2015 Valuation Report indicated the fair value of the common stock under the IPO
scenario to be [***] before applying the Discounts; and, after applying a 5.0% discount for lack of marketability and the 80% probability weighting, the indicated fair value was [***].

The Company also calls the Staff’s attention to the small variance between the fair value of the common stock under the IPO scenario before applying the
Discounts and the [***] midpoint of the estimated preliminary price range of [***].

2.
Determination of Fair Value Used to Determine Stock-Based Compensation Expense for Option Grants Prior to June 3, 2015

As disclosed in the prospectus, at the time of each option grant, the Board determined the fair value of the common stock underlying the options based on
numerous factors including, but no limited to, the guidelines outlined in the American Institute of Certified Public Accountants Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation, and the most
recently available Valuation Report. In connection with the preparation of its consolidated financial statements for the fiscal years ended January 31, 2014 and 2015 and the three months ended April 30, 2015, the Company re-evaluated the
estimated fair value of the Company’s common stock at each option grant date from November 8, 2013 through March 30, 2015. In certain cases, the date of the most recent Valuation Report used

 Confidential Treatment Requested by Ooma, Inc.

OI - 002

 Barbara C. Jacobs

Assistant Director

July 1, 2015

Page 3

by the Board to determine the fair value of the Company’s common stock pre-dated the date of the option grant. Accordingly, when re-evaluating the estimated fair value of the Company’s
common stock at each option grant date, the Company determined that, solely for financial reporting purposes, the fair value of the Company’s common stock was higher than the fair values previously determined in good faith. In some cases, the
Company considered the amount of time between the date of the most recent Valuation Report and the option grant date to determine whether to use the latest Valuation Report or a straight-line interpolation between the two valuation dates. Generally
the Company used a straight-line interpolation, where appropriate, as long as no events or circumstances suggested that another method should be applied. The Company also considered whether the degree to which the estimated fair value changed
between the two valuation dates suggested that a significant change in the actual fair value may have occurred at a specific point in time between the previous valuation date and the grant date.

3.
February and March 2015 Option Grants

 As disclosed on page 88 of the Registration Statement, the Board
initially determined in good faith the fair value of the Company’s common stock underlying the option grants on February 22 and March 30, 2015 to be $4.59 per share, based upon numerous factors, as well as a Valuation Report as of
January 31, 2015. The Valuation Report as of January 31, 2015 evaluated three scenarios—a near-term completion of an IPO, a longer-term completion of an IPO, and not completing an IPO, each weighted 35%, 35%, and 30%, respectively.
Based on the Board’s evaluation of the Company’s recent business developments at that time and the noted factors, the Board determined the fair value and believed its determination at that time was reasonable and appropriate. Further, as
of the February and March 2015 grants, the Board was not aware, and could not have been aware, of the estimated preliminary price range.

 In connection
with the preparation of its consolidated financial statements, the Company considered the April 30, 2015 Valuation Report, which established the fair value of the Company’s common stock at $7.48 per share. Based in part on the January 31
and April 30, 2015 Valuation Reports, the Company determined the fair value of our common stock increased by 63% from $4.59 to $7.48. The increase was driven by a number of factors including the improved performance of the Company. Our revenues
increased by 22% from $16.3 million for the three months ended April 30, 2014 to $19.9 million for the three months ended April 30, 2015. Further, the Company made progress on its IPO timeline as the Company started the registration process.

Correspondingly, the April 30, 2015 Valuation Report applied an 80% probability weighting to completing an IPO as compared to the January 31, 2015 Valuation
Report that applied a 70% probability weighting to completing an IPO. Also, as the Company advanced closer to a liquidity event, we reduced the discount rate used in our forecasts and reduced the discount for lack of marketability that resulted in
an increase in the fair value of our common stock. Reflecting the improved performance of our company and our progress in the registration process, the April 30, 2015 Valuation Report indicated the fair value of our common stock before applying the
Discounts to be [***] under the IPO scenario.

 Based on a straight-line growth rate between the fair values set forth in the January 31 and
the April 30, 2015 Valuation Reports, the Company interpolated fair values of its common stock as of February 22 and March 30, 2015 to be $5.30 and $6.47, respectively. The Company used these fair values to determine its stock-based
compensation expense.

4.
January 2015 Option Grants

 As disclosed on page 88 of the Registration Statement, the Board initially
determined in good faith the fair value of the Company’s common stock underlying the option grants on January 6 and 24, 2015 to be $3.02 per share, which was consistent with the latest Valuation Report as of October 31, 2014. However,
in connection with the preparation of its consolidated financial statements, the

Confidential Treatment Requested by Ooma, Inc.

 OI -
003

 Barbara C. Jacobs

Assistant Director

July 1, 2015

Page 4

Company took into account the January 31, 2015 Valuation Report, which established the fair value of the Company’s common stock at $4.59 per share. Based in part on the October 31, 2014
and January 31, 2015 Valuation Reports, the Company determined the fair value of our common stock increased by 52% from $3.02 to $4.59. The increase was driven by a number of factors including the improved performance of the Company. Our revenues
increased sequentially by 14% from $18.3 million for the three months ended October 31, 2014 to $20.9 million for the three months ended January 31, 2015.

Between October 31, 2014 and January 31, 2015, we started discussions with investment bankers and engaged attorneys and accountants in connection with a
planned IPO. Therefore, the January 31, 2015 Valuation Report used the PWERM analysis that applied a 70% probability weighting to completing an IPO. Also, as the Company advanced closer to a liquidity event, we reduced the discount rate used in our
forecasts and reduced the discount for lack of marketability that resulted in an increase in the fair value of our common stock. Based on a straight-line growth rate between the fair values set forth in the October 31, 2014 and the January 31,
2015 Valuation Reports, the Company determined the fair values of its common stock as of January 6 and 24, 2015 to be $4.16 and $4.47, respectively. The Company used these fair values to determine its stock-based compensation expense.

The Company respectfully submits that the difference between the $4.16 and $4.47 per share fair values of its common stock on January 6 and 24, 2015,
respectively, and the [***] midpoint of the estimated preliminary price range of [***] (not accounting for the reverse stock split) primarily results from the following factors:

•

The IPO price range assumes that the Company’ stock will be freely tradable in a public market. On the other hand, the determinations of fair value on the above dates apply a discount for a lack of marketability to
the Company’s common stock.

•

The estimated preliminary IPO price range is based on a single outcome that is not probability-weighted and does not take into account the likelihood of alternative outcomes that could yield lower enterprise and equity
valuations, such as an acquisition at differing valuations or that the Company may continue as a private, stand-alone entity.

•

The successful completion of an IPO would strengthen the Company’s balance sheet, provide access to public equity markets, and provide enhanced operational flexibility.

•

The January 31 and April 30, 2015 Valuation Reports considered, among other factors, that the increases in the multiples of revenues at which the Company would be expected to trade were driven by many factors, including
input from the Company’s investment bankers regarding the market’s perception of the relative value of the Company’s hardware and software offerings. As the Company progressed towards its IPO, it was increasingly believed that the
Company could trade at multiples closer to the multiples of SaaS enterprises which, generally, are higher.

•

The Company’s growth in core users from 645,000 as of January 31, 2015 to 678,000 as of April 30, 2015.

•

The expansion of the Company’s product offerings, including the growth in its Business Promoter business.

Confidential Treatment Requested by Ooma, Inc.

 OI -
004

 Barbara C. Jacobs

Assistant Director

July 1, 2015

Page 5

 Further, members of the Company’s Board have
significant experience in business, finance, venture capital transactions, and valuations of technology companies, including determining the fair value of the common stock of these companies. The Company respectfully submits the Board’s
determinations of fair value of common stock on the above noted dates from January to June 2015 were consistent with its past practice and consistent with the American Institute of Certified Public Accountants Valuation Guide, Valuation of
Privately-Held Company Equity Securities Issued as Compensation. The Company, therefore, respectfully seeks the Staff’s confirmation that it has no further comments with respect to the matters discussed above.

**********************************************

We appreciate your time and attention, and if you have any additional questions or concerns, please call me at 415-773-5970.

Very truly yours,

 /s/ Andrew D. Thorpe

Andrew D. Thorpe

cc:
Eric B. Stang, Ooma, Inc.

Ravi Narula, Ooma, Inc.

Spencer Jackson, Ooma, Inc.

Confidential Treatment Requested by Ooma, Inc.

 OI -
005

June 25, 2015

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

Re: Ooma, Inc.
Registration Statement on Form S -1
Filed June 15, 2015
  File No. 333 -204975

Dear Mr. Stang :

We have reviewed your registration statement  and have the following  comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment  applies 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 registration statement and the information you
provide in response to this comment , we may have  additional comments.

General

1. We will contact you separately regarding your proposed  graphics .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they a re responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Eric B. Stang
Ooma, Inc.
June 25, 2015
Page 2

 the action of the Commission or  the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider  a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchan ge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Frank Knapp, Staff Accountant, at (202) 551 -3805 or Craig Wilson,
Senior Assistant Chief Accountant, at (202) 551 -3226 if you have questions regarding comments
on the financial statements and related matters.  Please contact Mitchell Austin , Staff Attorney,
at (202) 551 -3574 or me at (202) 551 -3735 with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc: Andrew D. Thorpe, Esq.
 Orrick, Herrington & Sutcliffe LLP

CORRESP
1
filename1.htm

CORRESP

 ORRICK, HERRINGTON & SUTCLIFFE LLP

THE ORRICK BUILDING

 405 HOWARD STREET

SAN FRANCISCO, CALIFORNIA 94105-2669

tel +1-415-773-5700

 fax +1-415-773-5759

 WWW.ORRICK.COM

June 15, 2015

 Andrew D. Thorpe

 (415) 773-5970

athorpe@orrick.com

 Barbara C. Jacobs

 Assistant
Director

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

 Re:

 Ooma, Inc.

 Amendment No. 2 to
Draft Registration Statement on Form S-1

 Submitted May 21, 2015

CIK No. 0001327688

 Dear Ms. Jacobs:

 On
behalf of our client, Ooma, Inc. (the “Company”), we submit this letter to the Staff of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Draft Registration Statement on Form S-1 (the
“Draft Registration Statement”). Set forth below are the Company’s responses to the comments contained in the Staff’s letter dated letter dated June 9, 2015. The Staff’s comments are repeated below in bold face type and
followed by the Company’s responses in regular type. Concurrent with this letter, the Company is filing its Registration Statement on Form S-1 (the “Registration Statement”), which incorporates the Company’s responses to the
Staff’s comments. The page references set forth in the Company’s responses below are to the Registration Statement.

 Prospectus Summary

 Summary Consolidated Financial Data, page 10

1.
We note your response to prior comment 3. As it relates to note (3) on pages 11 and 57, please confirm that only the minimum number of shares required to be issued at the midpoint of the estimated price range in
order to repay the Silicon Valley Bank loans and to cash settle the convertible preferred stock warrant will be included in the denominator when computing the adjusted pro forma EPS amounts on pages 10 and 56. Please consider revising note
(3) to indicate this more clearly. Also, please include, or cross reference, under note (3) on pages 11 and 57 placeholders for the numerator and denominator calculations to be used in computing these adjusted pro forma EPS amounts that
give effect to the assumed debt repayment and warrant cash settlement.

 Barbara C. Jacobs

 June 15,
2015

  Page
 2

 Response: In
response to the Staff’s comment, the Company has added disclosure on page 12 regarding the numerator and denominator calculations to be used in computing the pro forma as adjusted EPS amounts. The Company advises the Staff that both the cash
settlement of the warrants to purchase 140,575 shares of convertible preferred stock and the net exercise of warrants to purchase 68,802 shares of convertible preferred stock are included in the denominator of the pro forma EPS calculation, and the
pro forma as adjusted EPS calculation. The denominator of pro forma as adjusted EPS begins with pro forma EPS and adds the shares required to repay the existing loans with SVB. With respect to all three of these pro forma adjustments, the Company
will only include the minimum number of shares required to be issued at the midpoint of the estimated price range in the denominator when computing the pro forma EPS and pro forma as adjusted EPS. In addition, the Company did not include pro forma
as adjusted EPS amounts in the Selected Consolidated Financial Data, because such amounts are already included in the Summary Consolidated Financial Data, and to maintain consistency with the financial statements.

Risk Factors

 Risks Related to Our Business

 Interruptions in our services could harm our reputation..., page 16

2.
Please tell us whether you have incurred, or expect to incur, material costs in correcting the root causes of your April and May 2015 service outages and discuss any related material negative impacts the service
outages had on your results of operations.

 Response: The Company has incurred certain costs in connection with
correcting the root causes of our April and May 2015 service outages, but such costs were not material. These outages had a negative, but not material, impact upon the Company’s results of operations, and such impact may persist for some time.
However, the Company does not expect the cumulative effect of the April and May outages to materially affect the Company’s results of operations. The Company has revised the related disclosure on page 18 to reflect such expectation.

 Barbara C. Jacobs

 June 15,
2015

  Page
 3

 Capitalization, page 51

3.
Please reinsert the separate “pro forma” column and related separate bullet point giving pro forma effect only to the automatic conversion of convertible preferred stock into common stock and related
reclassification or derecognition of convertible preferred stock warrant liabilities as a result of this offering. The “pro forma as adjusted” column would include the additional pro forma effect of the application of the net proceeds
received from the sale of common stock under this offering, and portion of the proceeds applied toward the repayment of the Silicon Valley Bank loans and cash settlement of the warrant to purchase 140,575 shares of convertible preferred stock.
Please make the same change to the Consolidated Balance Sheet Data disclosure on page 11. Or tell us why revision is not necessary.

Response: In response to the Staff’s comment, the Company has added a pro forma column and related disclosures on pages 13 and 54.

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

Consolidated Results of Operations, page 66

4.
We note your response to prior comment 10 and disclosure on page 63. In our original comment, we noted that any discussion of any trends and uncertainties that have had or are reasonably expected to have a material
impact on net sales or revenues would also include a discussion of any known events causing a material change in the relationship between revenues and operating expenses by category. To the extent there is any correlation between the increases in
any operating expense category and revenue category (e.g., higher sales and marketing expense in relation to increased subscription and services revenue as possibly reflective of a current marketing effort to grow subscriptions), expand your
disclosure accordingly. We again refer you to Item 303(a)(3)(ii) of Regulation S-K and Section III.B.3 of SEC Release No. 33-8350.

Response: In response to Staff’s comment, the Company has added disclosure on page 69 regarding a known event that caused a change
in the relationship between the Company’s revenues and its operating expenses.

 Barbara C. Jacobs

 June 15,
2015

  Page
 4

 Management

Director Independence, page 114

5.
We note your response to prior comment 13 that you have preliminarily concluded that Messrs. Wei and Goettner will not be independent directors under the listing standards of the NYSE and the Commission’s rules
and that you intend to rely upon the phase-in provisions contained in those rules. Please revise here to provide a description of the exemption relied upon and the effects that it will have on the company and its shareholders. Also, explain the
basis of your conclusion that the exemption will be available. See Instruction 1 to Item 407(a) of Regulation S-K.

Response: In response to the Staff’s comment, the Company has added disclosure on pages 121, 122 and 123.

The Company respectfully advises the Staff that its board of directors has a majority of independent directors because the board is currently
comprised of eight directors, of which five are independent under the New York Stock Exchange listing standards.

 However, regarding the
requirement that a company’s audit committee must consist solely of independent members, the Company is entitled to rely on (i) the exemption provided in Section 303A.00 of the New York Stock Exchange Listed Companies Manual under
“compliance dates” and (ii) Rule 10A-3(b)(1)(iv) of the Exchange Act of 1934, as amended, to phase-in its compliance (with the audit committee requirements) prior to the end of the one-year transition period. In addition,
Section 303A.00 provides that the Company may include non-independent directors on its audit committee during the phase-in period if it was not required to file periodic reports with the Securities and Exchange Commission prior to listing.

Also, the Company is eligible to rely upon the phase-in provisions of Section 303A.00 of the New York Stock Exchange Listing Companies
Manual (provided to companies listing in conjuction with their IPOs) to transition to fully independent compensation and nominating governance committees within one year of its listing date.

Description of Capital Stock, page 134

6.
 We note that Article IX of your current Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1, contains an exclusive forum
provision. If your Amended and Restated Certificate of Incorporation that is to be in effect upon the

 Barbara C. Jacobs

 June 15,
2015

  Page
 5

completion of this offering will contain a similar provision, please tell us what consideration you have given to discussing this provision here and in the risk factors section of your
prospectus.

 Response: In response to the Staff’s comment, the Company has added disclosure on pages 48 and
147.

 **********************************************

We appreciate your time and attention to the Company’s responses to the Staff’s comments. Should you have any additional questions or concerns,
please call me at 415-773-5970.

Very truly yours,

/s/ Andrew D. Thorpe

Andrew D. Thorpe

cc:
Eric B. Stang, Ooma, Inc.

 Ravi Narula, Ooma, Inc.

Spencer Jackson, Ooma, Inc.

Stephen J. Venuto, Orrick

Christopher J. Austin, Orrick

Joseph Z. Perkins, Orrick

 Andrew
S. Williamson, Cooley LLP

 Charles S. Kim, Cooley LLP

David G. Peinsipp, Cooley, LLP

June 9 , 2015

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

Re: Ooma, Inc.
Amendment No. 2  to Draft Registration Statement on Form S -1
Submitted May 21, 2015
  CIK No. 0001327688

Dear Mr. Stang :

We have reviewed your amended 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 statement,  we may have  additional
comments.   Unless we not e otherwise, our references to prior comments are to comments in our
May 5, 2015  letter.

Prospectus Summary

Summary Consolidated Financial Data, page 10

1. We note your response to prior comment 3.   As it relates to note (3) on pages 11 and 57,
please conf irm that only the minimum number of shares required to be issued at the
midpoint of the estimated price range in order to repay the Silicon Valley Bank loans and
to cash settle the convertible preferred stock warrant will be included in the denominator
when computing the adjusted pro forma EPS amounts on pages 10 and 56.   Please
consider revising note (3) to indicate this more clearly.   Also, please include, or cross
reference, under note (3) on pages 11 and 57 placeholders for the numerator and
denominator  calculations to be used in computing these adjusted pro forma EPS amounts
that give effect to the assumed debt repayment and warrant cash settlement.

Eric B. Stang
Ooma, Inc.
June 9 , 2015
Page 2

Risk Factors

Risks Related to Our Business

Interruptions in our services could harm our reputation…, p age 16

2. Please tell us whether you have incurred, or expect to incur, material costs in correcting
the root causes of your April and May 2015 service outages  and discuss any related
material negative impacts the service outages had on your results of opera tions.

Capitalization, page 51

3. Please reinsert the separate “pro forma” column and related separate bullet point giving
pro forma effect only to the automatic conversion of convertible preferred stock into
common stock and related reclassification or derecognition of convertible preferred stock
warrant liabilities as a result of this offering.   The “pro forma as adjusted” column would
include the additional pro forma effect of the application of the net proceeds received
from the sale of common stock u nder this offering, and portion of the proceeds applied
toward the repayment of the Silicon Valley Bank loans and cash settlement of the warrant
to purchase 140,575 shares of convertible preferred stock.   Please make the same change
to the Consolidated Bal ance Shee t Data disclosure on page 11.   Or tell us why revision is
not necessary.

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

Consolidated Results of Operations, page 66

4. We note your response to prior comment 10 and disclosure on page 63.   In our original
comment, we noted that any discussion of any trends and uncertainties that have had or
are reasonably expected to have a material  impact  on net sales or revenues would al so
include a discussion of any known events causing a material change in the relationship
between revenues and operating expenses by category.   To the extent there is any
correlation between the increases in any operating expense category and revenue
categ ory ( e.g., higher sales and marketing expense in relation to increased subscription
and services revenue as possibly reflective of a current marketing effort to grow
subscriptions), expand your disclosure accordingly.   We again refer you to Item
303(a)(3)( ii) of Regulation S -K and Section III.B.3 of SEC Release No. 33 -8350.

Eric B. Stang
Ooma, Inc.
June 9 , 2015
Page 3

 Management

Director Independence, page 114

5. We note your response to prior comment 13 that you have preliminarily concluded that
Messrs . Wei and Goettner will not be indepen dent director s under the listing standards of
the NYSE and the Commission’s rules and that you intend to rely upon the phase -in
provisions contained in those rules.  Please revise here to provide a description of the
exemption relied upon  and the effect s that it will have on the company and its
shareholders.   Also, explain the basis of your conclusion that the exemption will be
available.   See Instruction 1 to Item 407(a) of Regulation S -K.

Description of Capital Stock, page 134

6. We note that Article IX of  your current Amended and Restated Certificate of
Incorporation, filed as Exhibit 3.1 , contains an exclusive forum provision.  If your
Amended and Restated Certificate of Incorporation that is to be in effect upon the
completion of this offering will contain a similar provision, p lease tell us what
consideration you have given to discussing this provision here and in the risk factors
section of your prospectus.

You may contact Frank Knapp, Staff Accountant, at (202) 551 -3805 or Craig Wilson,
Senior Assistant Chief Accountant, at (202) 551 -3226 if you have questions regarding comments
on the financial statements and related matters.  Please contact Mitchell Austin , Staff Attorney,
at (202) 551 -3574 or me at (202) 551 -3735 with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc: Andrew D. Thorpe, Esq.
 Orrick, Herrington & Sutcliffe LLP

May 5 , 2015

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

Re: Ooma, Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted April 20,  2015
  CIK No. 0001327688

Dear Mr. Stang :

We have reviewed your amended 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 ap ply 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 statement,  we may have  additional
comments.   Unless we note otherwise, our references to prior comments are to comments in our
April 3, 2015 letter.

Prospectus Summary

1. We note your resp onse to prior comment 2.

 Please provide us with additional support for your statement that your
communications solutions deliver “industry -leading HD voice quality. ”  In this
regard, we note that the consumer research publication  excerpt dated May 2014 rates
Ooma’s call quality behind both WOW and Verizon FiOS.

 Please revise the statement that you have “achieved high levels of customer retention
and loyalty by delivering exceptional quality and customer satisfaction” to clarify that
this is your belief .

Eric B. Stang
Ooma, Inc.
May 5 , 2015
Page 2

  Please tell us what consideration you have given to disclosing the name of the leading
U.S. consumer research publication that has ranked Ooma as the number one home
phone service for overall satisfaction and value.  Additionally, consider revising to
include the years Ooma has been ranked as the number one home phone service for
overall satisfaction and value by this publication.

 Please revise the statement that your Talkatone app was “ranked in the top 100 and
top 300” of the Google Play and Apple App  Store, respectively, to provide additional
context.  For example, clarify that these rankings are based on the number of U.S.
downloads as tracked by App Annie, if true.

Risks Associated with Our Business, page 5

2. We note the revisions made in response to prior comment 12 concerning the ownership of
a significant portion of your stock by insiders.  Please revise your disclosure here and in
the risk factor on page 44 to disclose the percentage of your voting power to be held by
these insiders following th e completion of this offering.

Summary Consolidated Financial Data, page 10

3. We note in your response to prior comment 4 that while you currently plan to use a
portion of the IPO proceeds to repay your outstanding Silicon Valley Bank loans and to
cash settle the December 2010 warrant, you will not add related pro forma disclosures to
subsequent amendments to this filing until such time you determine the IPO price range.
To the extent you do file further amended versions of your registration statement p rior to
determination of t he IPO price range, we ask that  you include placeholder pro forma
disclosures for the number of shares to be issued and related proceeds to be used to repay
the Silicon Valley Bank loans and cash settle the Decem ber 2010 warrant.  Include
revisions  on the page F -31 placeholders for both the numerator and denominator
calculations used in computing pro forma net loss per share now inclusive of the effects
of the loan repayments and related interest expense.

Risk Factors

Risks Relat ed to Our Business

Shifts in trends or the emergence of new technologies may render our solutions…, page 24

4. Revisions made in response to prior comment 10 indicate that you derived “over 80%” of
your revenue from Ooma Telo in fiscal 2015.  Please revise to disclose the exact
percentage.

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

 Use of Proceeds, page 49

5. We note that you intend to use a portion of the net proceeds from this offering to repay
the outstanding principal and accrued interest on your existing  loans with Silicon Valley
Bank.  Please  tell us whether any of the indebtedness to be discharged was incurred
within one year, and if so, describe the use of proceeds of such indebtedness other than
short -term borrowings used for working capital.  Refer to Instruction 4 of Item 504 of
Regulatio n S-K.

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

Key Business Metrics, page 61

6. We note your response to prior comment 14 that core user churn rate is reflected in the
Annual Net Dollar Subscription Retention Rate.  Please clarify  whether you use core user
churn rate, independent of its use in your Annual Net Dollar Subscription Reten tion Rate
metric, to manage your business.  If so, provide an analysis of  whether you believe
disclosure of core user churn rates  would be material to investors .

7. We note in your response to prior comment 15 that you focus on total core users rather
than s eparate Telo and Office core users to manage your business, and therefore believe it
only appropriate to highlight total core user information.  Yet you state on page 24 that
Telo revenue comprised over 80% of total fiscal 2015 revenue, and on page 61 you
mention that the core user churn rate is higher for Office customers than for Telo
customers.  Since you do maintain and evaluate certain separate core user measures for
Office and Telo, please explain further the consideration you gave to separately
prese nting core user information for each since it would appear to promote a better
understanding of your business for investors.   See Section III.B of SEC Release No. 33 -
8350.

8. We note your response to prior comment 16 but it is not clear to us why discussion  of
period -to-period variances in reported business metrics is not appropriate under Item 303
of Regulation S -K or SEC Release No. 33 -8350.   You have added disclosure on page 62
that you believe Annualized Exit Recurring Revenue (AERR) for core users serve s as an
indicator of recurring subscription and services revenue for near -term future
periods.   Therefore , AERR and your other Key Business Metrics are presented as
reflective of revenue growth and revenue retention.   As such , it appears to us that a
discu ssion of those factors driving period -to-period changes in AERR and your other
metrics would provide investors a better understanding of any trends that will materially
impact future results, which is consistent with Item 303(a)(3)(ii) of Regulation S -K
and Section III.B.3 of SEC Release No. 33 -8350.   Accordingly, please expand your
disclosure or advise us as to why revision is not required.

Eric B. Stang
Ooma, Inc.
May 5 , 2015
Page 4

 9. We note your separate response to prior comment 17.  We also note your disclosure on
page 62 indicating that annual exit recurring revenue derives from total subscription and
services revenue.  Please reconcile the 2013 – 2015 annual exit recurring revenue
amounts included in your response to the reported 2013 – 2015 annual total subscription
and services r evenue amount s in your filing.

Consolidated Results of Operations, page 66

10. We note that operating expense in total and by subcategory increased substantially in
fiscal 2015 as compared to fiscal 2014, per the table on page 68, and your outlook for
each subcategory as  disclosed on pages 64 – 65.  Please tell us your consideration for
describing any known trends or uncertainties that have had or that you reasonably expect
will have a material favorable or unfavorable impact on net sales or revenues from
continuing opera tions.  This would include a discussion of any known events that will
cause a material change in the relationship between these operating expense categories
and revenues.  See Item 303(a)(3)(ii) of Regulation S -K.

Contractual Obligations, page 74

11. We note  your disclosure of unrecognized tax benefits as of January 31, 2015 on page F -
27.  Please tell us your consideration for disclosing liabilities relating to such benefits in
the table of contractual obligations or related note.  See Item 303(a)(5) of Regul ation S -K
and Section II.C of SEC Release No. 33 -9144.

Business

Litigation, page 102

12. We note your disclosure of the patent infringement complaint filed against you by
UrgenSync, LLC on April 17, 2015 in the U.S. District Court for the Eastern District of
Texas.  We also note that while you evaluated subsequent events from the balance sheet
date through this same date per Note 15 on page F -32, you did not include disclosure of
this particular loss contingency in Note 12 on page F -28.  Please tell us your
consideration for including such disclosur e pursuant to ASC 450 -20-50-9.

Principal Stockholders, page 127

13. You disclose on page 107 that Mr. Goettner  has been the general partner of Worldview
Technology Partners, a 57.17% beneficial owner, since 2004.  Please tell us what
consideration you have given to including the shares beneficially owned by entities
affiliated with Worldview Technology Partners in  Mr. Goettner’s beneficial ownership
calculation.  Additionally, we note that Mr. Goettner and  Mr. Wei will serve on your
audit and compensation committee, respectively.  In light of each’s affiliation with
Worldview Technology Partners, p lease provide us with your analysis in support of the

Eric B. Stang
Ooma, Inc.
May 5 , 2015
Page 5

 board’s determination that Mr. Goettner and  Mr. Wei will satisfy the requirements for
independence under the rules of the New York Stock Exchange and the Commission.  In
this regard, exp lain to us how you concluded that  Mr. Goettner and  Mr. Wei are
independent for the purposes of Exchange Act Rule s 10A-3(b)(1) and 10C -1(b)(1) ,
respectively.

You may contact Frank Knapp, Staff Accountant, at (202) 551 -3805 or Craig Wilson,
Senior Assistant Chief Accountant, at (202) 551 -3226 if you have questions regarding comments
on the financial statements and related matters.  Please contact Mitchell Austin, Staff Attorney,
at (202) 551 -3574 or me at (202) 551 -3735 with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistan t Director

cc: Andrew D. Thorpe, Esq.
 Orrick, Herrington & Sutcliffe LLP

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