Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
July 30, 2018
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Attention: |
Larry Spirgel, Assistant Director Paul Fischer, Staff Attorney Terry French, Accounting Branch Chief Claire Delabar, Staff Accountant | |
| Re: |
Sonos, Inc. Registration Statement on Form S-1 (File No. 333-226076) originally filed July 6, 2018, as amended, and corresponding Registration Statement on Form 8-A (File No. 001-38603) filed July 23, 2018 | |
Ladies and Gentlemen:
As representatives of the several underwriters for the proposed public offering of common stock of Sonos, Inc. (the “Company”), we hereby join in the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness as of 4:00 p.m., Eastern Time, on August 1, 2018, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
Pursuant to Rule 460 under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 23, 2018, through the date hereof:
Preliminary Prospectus dated July 23, 2018:
5,778 copies to 5,332 prospective underwriters, institutional investors, dealers and others
The undersigned, as representatives of the several underwriters, have and will, and each underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
| Morgan Stanley & Co. LLC | ||
| By: | /s/ Lauren Cummings | |
| Name: | Lauren Cummings | |
| Title: | Executive Director | |
| Goldman Sachs & Co. LLC | ||
| By: | /s/ David Ludwig | |
| Name: | David Ludwig | |
| Title: | Managing Director | |
[Signature Page to Acceleration Request]