December 19, 2019

Ramin Sayar
Chief Executive Officer
Sumo Logic, Inc.
305 Main Street
Redwood City, CA 94063

       Re: Sumo Logic, Inc.
           Draft Registration Statement on Form S-1
           Submitted November 22, 2019
           CIK: 0001643269

Dear Mr. Sayar:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form S-1

Summary Consolidated Financial and Other Data
Non-GAAP Financial Measures
Free Cash Flow, page 14

1.     Throughout your filing, when you present the non-GAAP measure of "free
cash flow,"
       please include all three major categories of the statements of cash
flows. Refer to Item
       10(e)(1)(i) of Regulation S-K and Question 102.06 of the Compliance and
       Interpretation of Non-GAAP Financial Measures.
 Ramin Sayar
FirstName LastNameRamin Sayar
Sumo Logic, Inc.
Comapany19, 2019
December NameSumo Logic, Inc.
Page 2
December 19, 2019 Page 2
FirstName LastName
Risk Factors
"A portion of our revenue is generated by sales to government entities...",
page 38

2.       Please disclose the percentage of your revenue for the most recent
fiscal year that was
         generated by sales to government entities.
"We use certain third-party services to manage and operate our business...",
page 42

3.       To the extent material, please revise to discuss the third-party
services required to operate
         your business and the material terms of your agreements with those
Industry, Market, And Other Data, page 52

4.       Please tell us whether you commissioned any of the reports that you
attribute to third
         parties in your registration statement and provide us with copies of
the reports from the
         three named sources.
Management's Discussion and Analysis of Financial Condition and Results of
Overview, page 64

5.       We note that you plan to disclose the growth in the number of
customers with over
         $100,000 of annual recurring revenue from the end of fiscal 2018 to
the end of fiscal
         2020. Please also disclose the metric as of the end of fiscal 2019.
6.       Please clarify how you define annual recurring revenue. In this
regard, you indicate in
         footnote 9 that you include the initial year of annualized contract
value from customers
         that are under contract or with which you are negotiating a renewal
contract at the end of a
         given period. Explain why it is accurate to include the contract value
related to the initial
         year and how you considered any changes to the contract value in
subsequent years. Also
         explain why it is appropriate to include contract renewals that are
still in negotiation.
7.       We note your definition of a customer in footnote 11. Please revise to
clarify whether a
         new user utilizing a free trial is considered a customer and clarify
when a customer is
         considered to be "under contract." In addition, explain why it is
appropriate to include
         customers with which you are still negotiating a renewal contract at
the end of a given
         period in your computation of the number of customers.
Components of Results of Operations
Operating Expenses, page 69

8.       Please clarify why you include third-party hosting fees and other
services related to
         providing access to and supporting your platform in operating expenses
rather than within
         cost of revenue.
 Ramin Sayar
FirstName LastNameRamin Sayar
Sumo Logic, Inc.
Comapany19, 2019
December NameSumo Logic, Inc.
Page 3
December 19, 2019 Page 3
FirstName LastName
Business, page 85

9.       Please provide support for your assertions that you are the "pioneer
of Continuous
         Intelligence" and that you have a reputation as the "continuous
intelligence leader" located
         on pages 28 and 85 respectively.
Recent Sales of Unregistered Securities, page II-2

10.      Please revise your disclosure to state clearly, for each securities
issuance, which
         exemption was relied upon and the facts relied upon to make the
exemption available.
         Refer to Item 701(d) of Regulation S-K. Also disclose the persons to
whom the securities
         were sold, as required by Item 701(b) of Regulation S-K.

11.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Matthew Crispino, Staff Attorney, at (202)
551-3456 with any
other questions.


                                                               Division of
Corporation Finance
                                                               Office of
cc:      Rezwan Pavri, Esq.