March 28, 2017
VIA EDGAR DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
| Attention: | Pamela Long |
| Craig Slivka |
| Sherry Haywood |
| Re: | e.l.f. Beauty, Inc. |
| Registration Statement on Form S-1 |
| Registration File No. 333-216720 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the above-referenced Registration Statement on Form S-1 of e.l.f. Beauty, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:05 p.m., Washington, D.C. time, on March 30, 2017, or as soon thereafter as practicable.
The Company acknowledges the following:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Tad J. Freese at (650) 463-3060 or Kathleen M. Wells at (650) 463-2677.
Thank you for your assistance in this matter.
| Very truly yours, | ||
| e.l.f. Beauty, Inc. | ||
| By: | /s/ John P. Bailey | |
| John P. Bailey | ||
| President and Chief Financial Officer | ||
| cc: | Tarang P. Amin, e.l.f. Beauty, Inc. |
| Scott K. Milsten, e.l.f. Beauty, Inc. |
| Tad J. Freese, Latham & Watkins LLP |
| Kathleen M. Wells, Latham & Watkins LLP |
[Signature Page to Acceleration Request Letter]