0001193125-19-241821.txt : 20191010 0001193125-19-241821.hdr.sgml : 20191010 20190910140902 ACCESSION NUMBER: 0001193125-19-241821 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cloudflare, Inc. CENTRAL INDEX KEY: 0001477333 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 270805829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 101 TOWNSEND ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 888.993.5273 MAIL ADDRESS: STREET 1: 101 TOWNSEND ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: CloudFlare, Inc. DATE OF NAME CHANGE: 20091120 CORRESP 1 filename1.htm CORRESP

September 10, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  

   

Barbara Jacobs

  

Stephen Krikorian

  

Melissa Walsh

  

Jeffrey Kauten

Re:

   

Cloudflare, Inc.

  

Registration Statement on Form S-1

  

File No. 333-233296

  

Acceleration Request

  

            Requested Date:

  

Thursday, September 12, 2019

  

            Requested Time:

  

4:00 p.m., Eastern Daylight Time

Ladies and Gentlemen:

Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that between September 3, 2019 and September 9, 2019 at 5:00 p.m., Eastern Daylight Time, approximately 8,453 copies of the Preliminary Prospectus of Cloudflare, Inc., a Delaware corporation (the “Registrant”), dated September 3, 2019, were distributed to prospective underwriters/dealers, institutional and other investors and others.

We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Daylight Time on September 12, 2019, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.

* * * *

Sincerely,
GOLDMAN SACHS & CO. LLC
MORGAN STANLEY & CO. LLC
J.P. MORGAN SECURITIES LLC
As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement
GOLDMAN SACHS & CO. LLC
By:  

/s/ William D. Connolly III

Name:   William D. Connolly III
Title:   Managing Director
MORGAN STANLEY & CO. LLC
By:  

/s/ Daniel Tay

Name:   Daniel Tay
Title:   Vice President
J.P. MORGAN SECURITIES LLC
By:  

/s/ Lucy Wang

Name:   Lucy Wang
Title:   Executive Director

 

cc:   

Matthew Prince, Chief Executive Officer

  

Thomas Seifert, Chief Financial Officer

  

Douglas Kramer, General Counsel

  

Cloudflare, Inc.

  

Gordon Davidson, Esq.

  

James Evans, Esq.

  

Ran Ben-Tzur, Esq.

  

Fenwick & West LLP

  

Steven Bochner, Esq.

  

Allison Spinner, Esq.

  

Bryan King, Esq.

  

Wilson Sonsini Goodrich & Rosati, P.C.