Please wait

MORGAN STANLEY & CO. LLC

1585 Broadway

New York, New York 10036

  

J.P. MORGAN SECURITIES LLC

383 Madison Avenue

New York, New York 10179

    

RBC CAPITAL MARKETS, LLC

200 Vesey Street

New York, New York 10281

  

JEFFERIES LLC

520 Madison Avenue

New York, New York 10022

September 14, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: Matthew Derby

Matthew Crispino

Melissa Walsh

Stephen Krikorian

Re: Sumo Logic, Inc.

  Registration Statement on Form S-1

  File No. 333-248251

  Acceleration Request

Requested Date: Wednesday, September 16, 2020

Requested Time: 4:00 P.M. Eastern Daylight Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Sumo Logic, Inc. (the “Registrant”) that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective on September 16, 2020 at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, 2,520 copies of the Preliminary Prospectus dated September 8, 2020 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

Each of the undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signatures follow]


Very truly yours,    

MORGAN STANLEY & CO. LLC

J.P. MORGAN SECURITIES LLC

RBC CAPITAL MARKETS, LLC

JEFFERIES LLC

As representatives of the several underwriters
By:   Morgan Stanley & Co. LLC
By:  

/s/ Rizvan Dhalla

  Name: Rizvan Dhalla
  Title: Managing Director
By:   J.P. Morgan Securities LLC
By:  

/s/ Lucy Wang

  Name: Lucy Wang
  Title: Managing Director
By:   RBC Capital Markets, LLC
By:  

/s/ Sasson Darwish

  Name: Sasson Darwish
  Title: Managing Director
By:   Jefferies LLC
By:  

/s/ Steve West

  Name: Steve West
  Title: Managing Director

[Signature Page to Request for Acceleration of Effectiveness]