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                              December 3, 2020

       Maggie Yuen
       Chief Financial Officer
       Penumbra Inc
       One Penumbra Place
       Alameda, CA 94502

                                                        Re: Penumbra Inc
                                                            Annual Report on
Form 10-K
                                                            Filed February 26,
2020
                                                            File No. 001-37557

       Dear Ms. Yuen:

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

              Please respond to the comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to the comment, we may have additional comments.

       Annual Report on Form 10-K

       Item 1A. Risk Factors
       Our restated certificate of incorporation provides that the Court of
Chancery of the State of
       Delaware is the exclusive forum. . ., page 42

   1.                                                   We note that your forum
selection provision in your bylaws identifies a state court located
                                                        within the State of
Delaware (or, if no state court located within the State of Delaware has
                                                        jurisdiction, the
federal district court for the District of Delaware) as the exclusive forum
                                                        for certain litigation,
including any    derivative action.    Please revise your risk factor to
                                                        make this mechanism
clear, and disclose whether this provision applies to actions arising
                                                        under the Securities
Act or Exchange Act. If so, please also state that there is uncertainty
                                                        as to whether a court
would enforce such provision. If the provision applies to Securities
                                                        Act claims, please also
state that investors cannot waive compliance with the federal
                                                        securities laws and the
rules and regulations thereunder. In that regard, we note that
                                                        Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts
 Maggie Yuen
Penumbra Inc
December 3, 2020
Page 2
         over all suits brought to enforce any duty or liability created by the
Securities Act or the
         rules and regulations thereunder.
        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.

       You may contact David Burton at 202-551-3626 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dorrie Yale at 202-551-8776 or Celeste Murphy at 202-551-3257 with any
other
questions.



FirstName LastNameMaggie Yuen                                   Sincerely,
Comapany NamePenumbra Inc
                                                                Division of
Corporation Finance
December 3, 2020 Page 2                                         Office of Life
Sciences
FirstName LastName