HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074
TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 | ||||
EDWARD W. ELMORE, JR. DIRECT DIAL: 804-788-7336 EMAIL: | ||||
July 27, 2007 | ||||
FILE NO: 59490.000009 |
VIA EDGAR AND FACSIMILE
Ms. Cicely LaMothe
Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Re: | MercadoLibre, Inc. Amendment 3 to Registration Statement on Form S-1 Filed July 27, 2007 File No. 333-142880 |
Dear Ms. LaMothe:
As counsel to MercadoLibre, Inc. a Delaware corporation (the “Company”), we are transmitting for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), Pre-Effective Amendment No. 3 (“Amendment No. 3”) to the Company’s Registration Statement on Form S-1 (File No. 333-142880) (the “Registration Statement”), and the Company’s response to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, with respect to the Registration Statement, contained in your comment letter dated July 27, 2007.
For convenience of reference, each Staff comment contained in your July 19, 2007 comment letter is reprinted below in italics, numbered to correspond with the paragraph number assigned in your comment letter and is followed by the corresponding response of the Company.
Where indicated below, changes have been made to the disclosure in Amendment No. 3 in response to the Staff’s comment.
Ms. Cicely LaMothe
July 27, 2007
Page 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates, page 47
Stock Based Compensation, page 50
1. | We have read the disclosures provided in response to prior comment 2. In relation to your discussion of the factors affecting your October 2006 estimate of the fair value of your common stock, please quantify all discounts taken. |
Response: The Company has added the requested disclosure on page 51 of Amendment No. 3 in response to the Staff’s comment.
If you have any questions or comments regarding the foregoing, or have additional comments or questions, please contact the undersigned at (804) 788-7336.
Sincerely,
/s/ Edward W. Elmore, Jr.
Edward W. Elmore, Jr.
cc: | S. Todd Crider, Esq. John F. Haley, Esq. Nicolás Szekasy Rachel Zablow |