March 13, 2018
VIA EDGAR
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: |
Barbara C. Jacobs | |
| Matthew Derby | ||
| Maryse Mills-Apenteng | ||
| Mengyao Lu | ||
| Stephen Krikorian |
| Re: |
Zscaler, Inc. | |
| Registration Statement on Form S-1 | ||
| File No. 333-223072 | ||
|
Acceleration Request |
||||
|
Requested Date: |
March 15, 2018 | |||
|
Requested Time: |
4:00 P.M. Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, and Rule 12d1-2 of the Securities Exchange Act of 1934, as amended, Zscaler, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-223072) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Mark Baudler at (650) 320-4597.
In connection with the acceleration request, the Company hereby acknowledges that:
| • | should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
Securities and Exchange Commission
March 13, 2018
Page 2
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature page follows]
* * * *
| Sincerely, |
| Zscaler, Inc. |
| /s/ Jagtar S. Chaudhry |
| Jagtar S. Chaudhry |
| Chief Executive Officer |
| cc: |
Zscaler, Inc. | |
| Raj S. Judge, Wilson Sonsini Goodrich & Rosati, Professional Corporation | ||
| Lianna C. Whittleton, Wilson Sonsini Goodrich & Rosati, Professional Corporation | ||
| Andrew S. Williamson, Cooley LLP | ||
| Charles S. Kim, Cooley LLP | ||
| Dave Peinsipp, Cooley LLP | ||
| Christopher Stephens, PricewaterhouseCoopers LLP | ||
| Courtney Blum, PricewaterhouseCoopers LLP |