August 5, 2013
Robert W. Baird & Co. Incorporated
227 West Monroe Street, Suite 2100
Chicago, Illinois 60606
William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Piper Jaffray & Co.
345 Park Avenue, 12th Floor
New York, New York 10154
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Justin Dobbie, Esq.
Legal Branch Chief
| Re: | Fox Factory Holding Corp. |
Registration Statement on Form S-1
Filed July 29, 2013
Registration No. 333-189841
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we, the representatives of the several underwriters, wish to advise that between July 29, 2013 and the date hereof, 1990 copies of the Preliminary Prospectus dated July 29, 2013 were distributed as follows:
| • | 0 to prospective underwriters and dealers; and |
| • | 1391 to 1331 institutional investors; and |
| • | 599 to 599 individuals. |
The undersigned, as representatives of the several underwriters, has and will, and each underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:30 p.m., Washington, D.C. time, on August 7, 2013 or as soon thereafter as practicable.
[Signature page follows]
| Very truly yours, | ||
ROBERT W. BAIRD & CO. INCORPORATED WILLIAM BLAIR & COMPANY, L.L.C. PIPER JAFFRAY & CO. As representatives of the several Underwriters | ||
| ROBERT W. BAIRD & CO. INCORPORATED | ||
| By: | /s/ Kurt M. Roth | |
| Name: | Kurt M. Roth | |
| Title: | Director |
[Signature Page to Underwriters’ Acceleration Request Letter]
| Very truly yours, | ||
ROBERT W. BAIRD & CO. INCORPORATED WILLIAM BLAIR & COMPANY, L.L.C. PIPER JAFFRAY & CO. As representatives of the several Underwriters | ||
| WILLIAM BLAIR & COMPANY, L.L.C. | ||
| By: | /s/ James M. Bertram | |
| Name: | James M. Bertram | |
| Title: | Managing Director | |
[Signature Page to Underwriters’ Acceleration Request Letter]
| Very truly yours, | ||
ROBERT W. BAIRD & CO. INCORPORATED WILLIAM BLAIR & COMPANY, L.L.C. PIPER JAFFRAY & CO. As representatives of the several Underwriters | ||
| PIPER JAFFRAY & CO. | ||
| By: | /s/ Christie L. Christina | |
| Name: | Christie L. Christina | |
| Title: | Managing Director | |
[Signature Page to Underwriters’ Acceleration Request Letter]
