July 13, 2010
VIA EDGAR, FACSIMILE AND OVERNIGHT DELIVERY
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3720
Washington, DC 20549-3628
Attention: Larry Spirgel, Assistant Director
Kathleen Krebs, Special Counsel
Scott Hodgdon, Attorney-Advisor
Re: RealD Inc.
Registration Statement on Form S-1
Filed on April 9, 2010, as amended May 10, 2010, May 26, 2010, June 28, 2010 and July 13, 2010
File No. 333-165988
Acceleration Request
Dear Mr. Spirgel, Ms. Krebs and Mr. Hodgdon:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, and Rule 12d1-2(b) under the Securities Exchange Act of 1934, as amended, RealD Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced Registration Statement and declare the Registration Statement, as then amended, effective as of 3:00 p.m., New York City time, on Thursday, July 15, 2010, or as soon thereafter as practicable. The Company also requests that the Commission specifically confirm such effective date and time to the Company in writing.
The acceleration request of J.P. Morgan Securities Inc. and Piper Jaffray & Co., as representatives of the several Underwriters (the “Representatives”), together with supplemental information concerning the distribution of the preliminary prospectus, will be provided to you today by the Representatives.
| Sincerely, | |
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| RealD Inc. | |
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| By: | /s/ Craig Gatarz |
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| Craig Gatarz |
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| Executive Vice President and General Counsel |
cc: |
| Michael V. Lewis, RealD Inc. |
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| Andrew A. Skarupa, RealD Inc. |
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| Craig Gatarz, Esq., RealD Inc. |
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| Louis P.A. Lehot, Esq., Sheppard, Mullin, Richter & Hampton LLP |
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| Steven B. Stokdyk, Esq., Latham & Watkins LLP |