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VIA EDGAR August 30, 2017
| Re: | APX Group, Inc. |
| APX Group Holdings, Inc. and other Guarantors |
| Registration Statement on Form S-4 |
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of APX Group, Inc., a Delaware corporation (the “Issuer”), APX Group Holdings, Inc., a Delaware corporation (the “Parent Guarantor”) and certain subsidiaries of the Issuer (together with the Parent Guarantor, the “Guarantors” and together with the Issuer, the “Registrants”), we hereby submit for filing by direct electronic transmission under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 (the “S-4 Registration Statement”), together with certain exhibits thereto, relating to the Issuer’s offer to exchange an aggregate principal amount of up to $400,000,000 of the Issuer’s 7.625% Senior Notes due 2023, guaranteed by the Guarantors, that have been registered under the Securities Act (the “Exchange Notes”) for an equal aggregate principal amount of the Issuer’s 7.625% Senior Notes due 2023, guaranteed by the Guarantors, that were originally offered and sold in August 2017 in reliance upon Rule 144A and Regulation S under the Securities Act (the “Outstanding Notes”). The S-4 Registration Statement is substantially identical to the registration
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Simpson Thacher & Bartlett LLP
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statement on Form S-4 (File No. 333-216972) declared effective by the Securities and Exchange Commission on April 3, 2017, except for updates to financial and other information consistent with Parent Guarantor’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Securities and Exchange Commission on August 4, 2017.
The filing fee for the S-4 Registration Statement in the aggregate amount of $46,360.00 has previously been deposited by wire transfer of same day funds to the Commission’s account at U.S. Bank.
If you have any questions on the above-referenced S-4 Registration Statement, please contact Igor Fert at (212) 455-2255, Arjun Koshal at (212) 455-3379 or William Golden at (202) 636-5526.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT LLP
SIMPSON THACHER & BARTLETT LLP