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mbenjamin@shearman.com 212.848.7658 (Direct) 646.848.7658 (Fax) | January 6, 2014 |
Via Email and EDGAR Correspondence Filing
Ms. Mara L. Ransom, Assistant Director
Ms. Liz Walsh, Staff Attorney
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549
Tops Holding II Corporation
Tops Holding LLC
Tops Markets, LLC
Tops Markets II Corporation
Registration Statement on Form S-4
(File No. 333-191029)
Responses to Supplemental SEC Comments to Form S-4/A
Dear Ms. Ransom:
On behalf of Tops MBO Corporation (the “Company”), in response to certain oral comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) delivered supplementally to the Company, relating to Amendment No. 3 to the registration statement on FormS-4/A (FileNo. 333-191029) (the “Registration Statement”) of Tops Holding II Corporation, Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation (collectively, the “Issuers” or “we”) filed on December 20, 2013, we are filing herewith Amendment No. 4 to the Registration Statement. We have revised Amendment No. 4 to the Registration Statement in accordance with such oral comments of the Staff.
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| Ms. Mara L. Ransom | January 6, 2014 | |
| Page 2 |
If you have any questions concerning the matters referred to in this letter, please call the undersigned at (212) 848-7658.
Very truly yours,
/s/ Michael W. Benjamin
Michael W. Benjamin
| cc: | Jason Niethamer |
Jennifer Thompson
Liz Walsh
(U.S. Securities and Exchange Commission)
William R. Mills, Senior Vice President, Chief Financial Officer
Lynne A. Burgess, Senior Vice President, General Counsel & Secretary