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VARONIS SYSTEMS INC — Regulatory Filings 2014
Feb 25, 2014
30879_rns_2014-02-25_311be1f9-efde-45e4-bf14-7251948aabf8.zip
Regulatory Filings
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CORRESP 1 filename1.htm Acceleration request
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Jefferies LLC
520 Madison Avenue
New York, NY 10022
As Representatives of the several Underwriters
February 25, 2014
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Barbara C. Jacobs
| Re: |
|---|
| Registration Statement on Form S-1 |
| CIK No. 1361113 |
Dear Ms. Jacobs:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the Act), we, as representatives of the several Underwriters, wish to advise you that approximately 2,884 copies of the Preliminary Prospectus included in the above named Registration Statement on Form S-1 were distributed during the period from 8:30 a.m. Eastern Standard Time, February 18, 2014 through 9:00 a.m., Eastern Standard Time, February 25, 2014, to prospective underwriters, institutions, dealers and others.
Each of the undersigned advises that it has complied and will continue to comply, and we have been informed by the other participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the Act, we hereby join in the request of Varonis Systems, Inc. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00 p.m. Eastern Standard Time on February 27, 2013, or as soon thereafter as practicable.
Thank you for your assistance in this matter.
[SIGNATURE PAGE FOLLOWS]
| Very truly yours, | |
|---|---|
| Morgan Stanley & Co. LLC Barclays Capital Inc. Jefferies LLC | |
| Acting severally on behalf of themselves and the several Underwriters | |
| By: | Morgan Stanley & Co. LLC |
| By: | /s/ Rizvan Dhalla |
| Name: Rizvan Dhalla | |
| Title: Managing Director | |
| By: | Barclays Capital Inc. |
| By: | /s/ Victoria Hale |
| Name: Victoria Hale | |
| Title: Vice President | |
| By: | Jefferies LLC |
| By: | /s/ Douglas B. Wendell |
| Name: Douglas B. Wendell | |
| Title: Managing Director |