Morgan Stanley & Co. LLC
1585 Broadway, New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue, New York, New York 10179
April 16, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Larry Spirgel, Office Chief | |
| Alexandra Barone, Staff Attorney | ||
| Kathleen Collins, Accounting Branch Chief | ||
| Rebekah Lindsey, Staff Account |
| Re: | UiPath, Inc. |
Registration Statement on Form S-1
(File No. 333-254738)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of UiPath, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on April 20, 2021 or as soon thereafter as practicable.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act:
| (i) | Dates of distribution: April 12, 2021 through the date hereof. |
| (ii) | Number of prospectuses distributed: a total of approximately 2,225 copies of the prospectus were distributed to prospective underwriters, institutional investors, dealers and others. |
| (iii) | We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. |
[Signature Page Follows]
Very truly yours,
MORGAN STANLEY & CO. LLC
J.P. MORGAN SECURITIES LLC
As Representatives of the Underwriters
| By: | MORGAN STANLEY & CO. LLC | |
| By: | /S/ Ashley MacNeill | |
| Name: Ashley MacNeill | ||
| Title: Managing Director | ||
| By: | J.P. MORGAN SECURITIES LLC | |
| By: | /S/ Ilana Foni | |
| Name: Ilana Foni | ||
| Title: Vice President | ||
[Signature Page to Acceleration Request Letter]
