[Letterhead of Simpson Thacher & Bartlett LLP]
| September 15, 2014 |
VIA COURIER AND EDGAR
| Re: | Medley Management Inc. | |
| Amendment No. 2 to Registration Statement on Form S-1 | ||
| Filed on September 11, 2014 | ||
| File No. 333-198212 |
Christian Windsor, Esq.
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Dear Mr. Windsor:
On behalf of Medley Management Inc., we hereby transmit via EDGAR for filing with the Securities and Exchange Commission Amendment No. 3 to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) relating to the offering of shares of its Class A common stock, marked to show changes from Amendment No. 2 to the Registration Statement filed on September 11, 2014. The Registration Statement has been revised to update the presentation of pro forma earnings per share information based on discussion with the Staff and to reflect certain other changes.
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| Securities and Exchange Commission | -2- | September 15, 2014 |
Please do not hesitate to call Joshua Ford Bonnie at 212-455-3986 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.
| Very truly yours, | |
| /s/ Simpson Thacher & Bartlett LLP | |
| Simpson Thacher & Bartlett LLP |
| cc: | Securities and Exchange Commission |
Suzanne Hayes
Kevin W. Vaughn
Yolanda Trotter
Eric Envall
Medley Management Inc.
John Fredericks
Skadden, Arps, Slate, Meagher & Flom LLP
Phyllis G. Korff
David J. Goldschmidt
