June 20, 2019

Shawn J. Lindquist
Chief Legal Officer
APX Group Holdings, Inc.
4931 North 300 West
Provo, Utah 84604

       Re: APX Group Holdings, Inc.
           Registration Statement on Form S-4
           Filed June 13, 2019
           File No. 333-232103

Dear Mr. Lindquist:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Gregory Dundas, Attorney Adviser, at (202) 551-3436 with
any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
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