Company Acceleration Request

March 13, 2018


Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549




Barbara C. Jacobs


Matthew Derby


Maryse Mills-Apenteng


Mengyao Lu


Stephen Krikorian




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]

* * * *

Zscaler, Inc.
/s/ Jagtar S. Chaudhry
Jagtar S. Chaudhry
Chief Executive Officer




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