November 28, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3720
| Attn: | Amanda Ravitz, Assistant Director | |||||
| Laurie Abbott, Attorney Advisor | ||||||
| Re: | Impinj, Inc. | |||||
| Registration Statement on Form S-1 | ||||||
| File No. 333-214686 | ||||||
| Acceleration Request | ||||||
| Requested Date: | Wednesday, November 30, 2016 | |||||
| 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 wish to advise that as of the time of this filing, the underwriters have not yet made any distribution of the Preliminary Prospectus of Impinj, Inc. (the “Registrant”) dated November 28, 2016. 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, the undersigned, as representatives of the several underwriters, 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 accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the Registration Statement be accelerated to 4:00 p.m. Eastern Daylight Time on November 30, 2016, or as soon thereafter as practicable.
[Signature Page Follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| RBC CAPITAL MARKETS, LLC | ||
| PACIFIC CREST SECURITIES, A DIVISION OF KEYBANC CAPITAL MARKETS INC. | ||
| PIPER JAFFRAY & CO. | ||
| Acting on behalf of themselves and as the Representatives of the several Underwriters | ||
| By: | MORGAN STANLEY & CO. LLC | |
| By: | /s/ Rizvan Dhalla | |
| Name: Rizvan Dhalla | ||
| Title: Managing Director | ||
| By: | RBC CAPITAL MARKETS, LLC | |
| By: | /s/ John B. Wadsworth | |
| Name: John B. Wadsworth | ||
| Title: Managing Director | ||
| By: | PACIFIC CREST SECURITIES, A DIVISION OF KEYBANC CAPITAL MARKETS INC. | |
| By: | /s/ Andrew M. Rippy | |
| Name: Andrew M. Rippy | ||
| Title: Managing Director | ||
| By: | PIPER JAFFRAY & CO. | |
| By: | /s/ Christie L. Christina | |
| Name: Christie L. Christina | ||
| Title: Managing Director | ||
| cc: | Chris Diorio, Chief Executive Officer |
Evan Fein, Chief Financial Officer
Eric Brodersen, President and Chief Operating Officer
Yukio Morikubo, General Counsel
Impinj, Inc.
Patrick J. Schultheis, Esq.
Michael Nordtvedt, Esq.
Jeana S. Kim, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
Jeffrey R. Vetter, Esq.
James D. Evans, Esq.
Ran D. Ben-Tzur, Esq.
Fenwick & West LLP