September 22, 2015
VIA EDGAR
Barbara Jacobs, Assistant Director
Office of Information Technologies and Services
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Paylocity Holding Corporation
Acceleration Request for Registration Statement on Form S-3/A
File No. 333-206941
Dear Ms. Jacobs:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters (the Representatives), hereby join Paylocity Holding Corporation (the Company) in requesting the Commission accelerate and declare the above-referenced Registration Statement effective on September 24, 2015 at 4:00 p.m. New York City time or as soon as practicable thereafter.
In connection with this acceleration request and pursuant to Rule 460 of the Act, please be advised that we expect to distribute approximately 858 copies of the Companys preliminary prospectus, dated September 23, 2015, to underwriters, dealers, institutions and others.
The Representatives confirm on behalf of themselves and the several underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
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Very truly yours, | |
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DEUTSCHE BANK SECURITIES INC. | |
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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |
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WILLIAM BLAIR & COMPANY, L.L.C. | |
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STIFEL, NICOLAUS & COMPANY, INCORPORATED | |
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As Representatives of the several Underwriters | |
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Deutsche Bank Securities Inc. | |
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By: |
/s/ Joseph P. Coleman |
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Name: |
Joseph P. Coleman |
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Title: |
Managing Director |
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Deutsche Bank Securities Inc. | |
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By: |
/s/ Francis Windels |
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Name: |
Francis Windels |
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Title: |
Managing Director |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
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By: |
/s/Michele A.H. Allong |
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Name: |
Michele A.H. Allong |
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Title: |
Vice President |
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William Blair & Company, L.L.C. | |
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By: |
/s/ Art Simon |
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Name: |
Art Simon |
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Title: |
General Counsel |
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Stifel, Nicolaus & Company, Incorporated | |
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By: |
/s/ Keith Lister |
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Name: |
Keith Lister |
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Title: |
Managing Director |
[Signature Page to Underwriter Acceleration Request]