SolarEdge Technologies, Inc.
47505 Seabridge Drive
Fremont, CA 94538
March 24, 2015
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Amanda Ravitz, Assistant Director
Mr. Kevin Vaughn, Accounting Branch Chief
Mr. Eric Atallah, Staff Accountant
Mr. Geoffrey Kruczek, Attorney Advisor
Re: SolarEdge Technologies, Inc.
Registration Statement on Form S-1 (File No. 333-202159)
Acceleration Request
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, registrant SolarEdge Technologies, Inc., a Delaware corporation (the Company), respectfully requests the acceleration of the effectiveness of the above-referenced Registration Statement (the Filing), so as to become effective at 2:30 PM (EST) on March 25, 2015, or as soon as possible thereafter.
The Company hereby acknowledges that:
· Should the Commission or the staff of the Commission (the Staff), acting pursuant to delegated authority, declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing;
· 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 accuracy and adequacy of the disclosure in the Filing; 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.
It is the Companys understanding that its registration of the common stock of the Company under the Securities Exchange Act of 1934, as amended, on Form 8-A shall automatically become effective upon the later of the Commissions receipt of certification from The NASDAQ Stock
Market LLC with respect to the common stock of the Company and the effectiveness of the Filing.
Please do not hesitate to contact the undersigned at +972-9-957-6620, John Gaffney of Gibson, Dunn & Crutcher LLP at (212) 351-2626 or Andrew Fabens of Gibson, Dunn & Crutcher LLP at (212) 351-4034 with any questions or comments with respect to this letter.
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Very truly yours, | |
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SolarEdge Technologies, Inc. | |
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By: |
/s/ Rachel Prishkolnik |
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Rachel Prishkolnik |
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Vice President, General Counsel & |
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Corporate Secretary |
cc: |
Guy Sella, SolarEdge Technologies, Inc. |
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John T. Gaffney, Gibson, Dunn & Crutcher LLP |
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Andrew L. Fabens, Gibson, Dunn & Crutcher LLP |