MVP REIT II, Inc.
12730 High Bluff Drive, #110
San Diego, California 92130
October 20, 2015
VIA EDGAR AND FACSIMILE
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn: Rahul Patel
| Re: | MVP REIT II, Inc. Registration Statement on Form S-11 File No. 333-205893 Acceleration Request |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, MVP REIT II, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement and declare the Registration Statement, as then amended, effective as of 11:00 a.m. EDT, on October 22, 2015, or as soon thereafter as practicable. The Company also requests the Commission to specifically confirm such effective date and time to the Company.
In connection with this request for acceleration of effectiveness, the Company acknowledges that: (1) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (2) 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 (3) 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.
If you have any questions regarding the foregoing, please contact Jason Goode of Alston & Bird LLP, counsel to the Company, at (404) 881-7986.
| Sincerely, | ||
| /s/ Michael V. Shustek | ||
Michael V. Shustek Chairman, President and Chief Executive Officer | ||
| cc: | Ms. Rosemarie A. Thurston, Alston & Bird LLP |
Mr. Jason W. Goode, Alston & Bird LLP
