Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
September 25, 2017
Re: | Roku, Inc. |
Registration Statement on Form S-1
Registration File No. 333-220318
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Dear Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, as representatives of the several underwriters, hereby join in the request of Roku, Inc. (the Company) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on September 27, 2017, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Companys preliminary prospectus dated September 18, 2017.
i. | Dates of distribution: September 18, 2017 through the date hereof |
ii. | Number of prospective underwriters to which the preliminary prospectus was furnished: 7 |
iii. | Number of preliminary prospectuses furnished to investors: approximately 2,609 |
Securities and Exchange Commission | 2 | September 25, 2017 |
iv. | Number of preliminary prospectuses distributed to others, including the Company, the Companys counsel, independent accountants, and underwriters counsel: approximately 110 |
We, the undersigned, as representatives of the several underwriters, have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours, | ||
Morgan Stanley & Co. LLC Citigroup Global Markets Inc. | ||
Acting severally on behalf of themselves and the several Underwriters | ||
By: | Morgan Stanley & Co. LLC | |
By: | /s/ Lauren Cummings | |
Name: | Lauren Cummings | |
Title: | Executive Director | |
By: | Citigroup Global Markets Inc. | |
By: | /s/ Brandon Rasmusson | |
Name: | Brandon Rasmusson | |
Title: | Director |
[Signature Page to Acceleration Request]