DAVID W. GHEGAN 404.885.3139 TELEPHONE 404.962.6599 FACSIMILE DAVID.GHEGAN@TROUTMANSANDERS.COM |
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| TROUTMAN SANDERS LLP ATTORNEYS AT LAW BANK OF AMERICA PLAZA 600 PEACHTREE STREET, NE, SUITE 5200 ATLANTA, GA 30308-2216 404.885.3000 TELEPHONE TROUTMANSANDERS.COM |
April 18, 2012
VIA EDGAR AND FEDEX
Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | JTH Holding, Inc. |
Dear Mr. Spirgel:
JTH Holding, Inc. (the “Company”) hereby submits for filing with the United States Securities and Exchange Commission (the “Commission”) a Registration Statement on Form 10 (the “Form 10”) to register the Company’s Class A Common Stock, par value $.01 per share, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. As the disclosure regarding the Company contained in the Form 10 is substantially similar to the disclosure contained in the Company’s Registration Statement on Form S-1 previously filed with the Commission (File No. 333-176655) (as originally filed with the Commission on September 2, 2011 and as amended thereafter, the “Form S-1”), the Company hereby requests that the Form 10 be reviewed by the same members of the Staff of the Commission that previously reviewed the Company’s Form S-1.
Given the significant amount of time and resources committed to the review and revision of the Company’s Form S-1 by the Staff and the Company, the Company greatly appreciates any efforts that can be made by the Staff to consider the Staff’s prior review of the Form S-1 in order to realize any efficiencies in connection with its review of the Form 10.
Atlanta Chicago Hong Kong New York Newark Norfolk Orange County Portland
Raleigh Richmond San Diego Shanghai Tysons Corner Virginia Beach Washington, DC
VIA EDGAR AND FEDEX
Mr. Larry Spirgel
April 18, 2012
If you have any questions regarding the Form 10, please do not hesitate to call me at (404) 885-3139.
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| Sincerely, | |
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| /s/ David W. Ghegan |
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| David W. Ghegan | |
DWG/mmn
cc: | James J. Wheaton, General Counsel, Vice President of Legal and Governmental Affairs, JTH Holding, Inc. |