June 21, 2012
Michael F. Johnson
Staff Attorney
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Southern First Bancshares, Inc.
Registration Statement on Form S-1 (SEC File No. 333-181198)
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Southern First Bancshares, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on June 25, 2012.
Pursuant to Rule 460 under the Act, please be advised the undersigned intends to effect the following approximate distribution of copies of the Preliminary Prospectus to be dated June 25, 2012 (the “Preliminary Prospectus”):
| No. of Copies |
Institutions | 850 |
Others | 100 |
Total | 950 |
[SIGNATURE PAGE FOLLOWS]
8303845
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SANDLER O’NEILL & PARTNERS, L.P.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:/s/ William D. Hobbs
Authorized Signatory
By: SANDLER O’NEILL & PARTNERS, L.P.
By: Sandler O’Neill & Partners Corp.,
the sole general partner
By: /s/ Christopher S. Hooper
Name: Christopher S. Hooper
Title: An Officer of the Corporation
For themselves and as Representatives of the other Underwriters named in Schedule A to the Underwriting Agreement
8303845