2285 Clark Drive
Vancouver, British Columbia
Canada, V5N 3G9
(604) 732-6124
August 1, 2008
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
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Re: |
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lululemon athletica inc.
Withdrawal of Registration Statement on Form S-3 (File No. 333-152672) |
Ladies and Gentlemen:
lululemon athletica inc., a Delaware corporation (the Company), hereby makes application
to withdraw its Registration Statement on Form S-3 (File No. 333-152672), including all amendments
and exhibits thereto (the Registration Statement), filed with the Securities and Exchange
Commission (the Commission) on July 31, 2008, to be withdrawn effective immediately.
The Registration Statement is being withdrawn because the Companys filing agent incorrectly filed
the Registration Statement via the SECs EDGAR system under the form type S-3, instead of under
the correct form type S-3ASR in accordance with the Companys status as a well-known seasoned
issuer. None of the Companys securities were sold pursuant to the prospectus included in the
Registration Statement. The Company requests that the Commission consent to this application on
the grounds that the withdrawal of the Registration Statement is consistent with the public
interest and the protection of investors as contemplated by paragraph (a) of Rule 477 under the
Securities Act of 1933, as amended (the Securities Act).
The Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid
to the Commission in connection with the filing of the Registration Statement be applied to the
filing of the registration statement to be promptly filed under form type S-3ASR
on the date hereof.
Please provide the Company a facsimile copy of the order consenting to the withdrawal of the
Registration Statement, with a copy to the Companys counsel, DLA Piper US LLP, as soon as it is
available. The facsimile number of the Company is (604) 874-6124 and the facsimile number of DLA
Piper US LLP is (206) 494-1788. If you have any questions with respect to this matter, please
contact Mark F. Hoffman, Esq., of DLA Piper US LLP, at (206) 839-4800.
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Very truly yours,
lululemon athletica inc.
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By: |
/s/ John Currie
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John Currie, Chief Financial Officer |
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