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]