Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
June 2, 2014
Via EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: | Arista Networks, Inc. Registration Statement on Form S-1 |
(File No. 333-194899) initially filed on March 31, 2014
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the Securities Act), we, the representatives of the several underwriters (the Representatives), hereby join in the request of Arista Networks, Inc. (the Registrant), for the acceleration of the effective date of the Registrants Registration Statement on Form S-1 (File No. 333-194899) (as amended, the Registration Statement), relating to a public offering of shares of the Registrants common stock, par value $0.0001 per share, so that the Registration Statement may be declared effective on June 5, 2014, at 4:05 p.m. Eastern Time, or as soon thereafter as practicable. The undersigned, as the Representatives of the underwriters, confirm that they are aware of their obligations under the Securities Act.
In connection with the above-captioned Registration Statement, pursuant to Rule 460 under the Securities Act, we wish to advise that between May 27, 2014 and the date hereof 2,399 copies of the Registrants Preliminary Prospectus dated May 27, 2014 were distributed as follows: 1,688 to investors; 329 to prospective underwriters and dealers; and 382 to others, including the Registrant, the Registrants counsel, independent accountants and underwriters counsel.
The undersigned, as Representatives of the underwriters, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
(Signature page follows)
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/ Nicole Irvin | |||
Name: | Nicole Irvin | |||
Title: | Vice President | |||
By: | Citigroup Global Markets Inc. | |||
By: | /s/ Eric M. Quanbeck | |||
Name: | Eric M. Quanbeck | |||
Title: | Director |
Signature Page to Acceleration Request Letter