Express, Inc.
1 Express Drive
Columbus, Ohio 43230
VIA EDGAR
December 22, 2022
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Katherine Bagley
Registration Statement on Form S-3
File No. 333-253368
Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Express, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-253368), together with all exhibits and amendments thereto (the “Registration Statement”).
The Registration Statement was declared effective by the Commission on April 14, 2021. The Registrant is requesting to withdraw the Registration Statement because it has elected not to pursue the sale of securities pursuant to the Registration Statement.
The Registrant confirms that no securities were sold, or will be sold, pursuant to the Registration Statement or the prospectus contained therein.
Please address any questions you may have to Robert M. Hayward, P.C. of Kirkland & Ellis LLP at (312) 862-2133, or, in his absence, Alexander M. Schwartz of Kirkland & Ellis LLP at (312) 862-2578.
Sincerely,
Express, Inc.
| | |
By: | | /s/ Laurel Krueger |
| | Name: Laurel Krueger |
| | Title: Chief Legal Officer and Corporate Secretary |
Enclosures
| cc: | Katherine Bagley (Securities and Exchange Commission) |
Laurel Krueger (Express, Inc.)
Raanan Lefkovitz (Express, Inc.)
Robert M. Hayward, P.C. (Kirkland & Ellis LLP)
Alexander M. Schwartz (Kirkland & Ellis LLP)
