[LETTERHEAD OF KEEFE, BRUYETTE & WOODS, INC.]
May 12, 2014
Via Facsimile and Edgar
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Sunshine Bancorp, Inc.
Registration Statement on Form S-1 (Registration No. 333-194501)
Request for Acceleration of Effectiveness
Ladies and Gentlemen:
In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, we hereby join Sunshine Bancorp, Inc. in requesting that the effective date of the above-referenced Registration Statement, as amended, be accelerated so that it will become effective at 1:00 p.m. on May 14, 2014, or as soon thereafter as may be practicable.
| Very Truly Yours, |
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| Keefe, Bruyette & Woods, Inc. |
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| /s/ Robin Suskind |
| Name: Robin Suskind |
| Title: Managing Director |