Stadium Capital Management, LLC
199 Elm Street
New Canaan, CT 06840-5321
April 16, 2015
BY EDGAR
Office of Mergers & Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Attn: | Christina Chalk, Esq. |
| Re: | Big 5 Sporting Goods Corporation |
PREC14A filed April 7, 2015
Filed by Stadium Capital Management, LLCet al
File No. 0-49850
Ladies and Gentlemen:
In response to your request in the letter dated April 14, 2015, relating to the above-referenced filings, Stadium Capital Management, LLC (“Stadium Capital”) hereby acknowledges the following:
| 1. | Stadium Capital is responsible for the adequacy and accuracy of the disclosure in its filings; |
| 2. | comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
| 3. | Stadium Capital may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * *
| Very truly yours, | |||
| STADIUM CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Alexander M. Seaver | ||
| Name: | Alexander M. Seaver | ||
| Title: | Manager | ||
| cc: | David J. Berger, Wilson Sonsini Goodrich & Rosati, Professional Corporation |
