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July 8, 2013
VIA EDGAR AND HAND DELIVERY
United States Securities and
Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Tamara Tangen and Mr. Matthew Crispino
| RE: | Liquid Holdings Group, LLC. |
| Registration Statement on Form S-1 |
| Registration No. 333-187859 |
Dear Ms. Tangen and Mr. Crispino:
On behalf of Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”), we would like to notify you that Amendment No. 5 to the Registration Statement (“Amendment No. 5”) is being filed concurrently herewith. For ease of reference, we have enclosed with the copy of this letter eight (8) copies, in paper format, of Amendment No. 5, which have been marked to show changes from the filing of Amendment No. 4 to the Registration Statement.
Amendment No. 5 (i) gives effect to an offering of 5,000,000 shares of common stock, of which 4,200,000 shares are to be sold by the Company and 800,000 shares are to be sold by the selling stockholders (plus up to an additional 750,000 shares that may be sold by the Company pursuant to the underwriter’s overallotment option, (ii) reflects a price range of $9.00 to $11.00 per share and an assumed initial public offering price per share of $10.00, (iii) includes additional selling stockholder information and (iv) makes certain other updating changes.
* * *
Please direct any questions or comments concerning this letter or the enclosed materials to the undersigned at (212) 351-2333.
| Sincerely, |
| /s/ Glenn R. Pollner |
| Glenn R. Pollner |
| cc: | Brian Storms, Liquid Holdings Group, LLC |
| Kenneth Shifrin, Liquid Holdings Group, LLC |
| Jose Ibietatorremendia, Liquid Holdings Group, LLC |
| Edward F. Petrosky, Sidley Austin LLP |
| James O’Connor, Sidley Austin LLP |
| Edwin O’Connor, Gibson, Dunn & Crutcher LLP |