April 29, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Papa Murphy’s Holdings, Inc. (the “Company”) | |||
| Registration Statement on Form S-1 (File No. 333-194488) |
Ladies and Gentlemen:
As a representative of the several underwriters of the Company’s proposed public offering of up to 5,833,333 shares of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m. (EDT) on May 1, 2014, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated April 21, 2014, through the date hereof:
Preliminary Prospectus dated April 21, 2014:
655 copies to prospective underwriters, institutional investors, dealers and others
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
| Very truly yours, | ||||
| JEFFERIES LLC ROBERT W. BAIRD & CO. INCORPORATED | ||||
| As Representatives of the several Underwriters | ||||
| JEFFERIES LLC | ||||
| By: | /s/ Michael A. Bauer | |||
| Name: | Michael A. Bauer | |||
| Title: | Managing Director | |||
| ROBERT W. BAIRD & CO. INCORPORATED | ||||
| By: | /s/ Michael Wilcox | |||
| Name: | Michael Wilcox | |||
| Title: | Vice President | |||
[Signature Page to Underwriter Acceleration Request]
