June 9, 2023
VIA EDGAR
| Re: | UBS Group AG |
Registration Statement on Form F-4
File No. 333-271453
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, UBS Group AG (the “Company”) hereby requests acceleration of effectiveness of its registration statement on Form F-4 (File No. 333-271453), as amended (the “Registration Statement”), to 4:30 p.m. Eastern Time on June 9, 2023 or as soon as practicable thereafter.
The Company hereby authorizes Marc O. Williams of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.
Please contact Mr. Williams at (212) 450 6145 or marc.williams@davispolk.com with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Williams when this request for acceleration of effectiveness of the Registration Statement has been granted.
Very truly yours,
UBS GROUP AG | ||
| By: | /s/ David Kelly | |
| Name: | David Kelly | |
| Title: | Managing Director | |
| cc: | Sergio P. Ermotti, Group Chief Executive Officer |
Marc O. Williams, Davis Polk & Wardwell LLP
John B. Meade, Davis Polk & Wardwell LLP
Evan Rosen, Davis Polk & Wardwell LLP