Alston&Bird LLP
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Aaron C. Hendricson | Direct Dial: 214-922-3412 | Email: aaron.hendricson@alston.com |
July 10, 2020
VIA EDGAR
Ms. Erin E. Martin
Office of Real Estate and Construction
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street
Washington, DC 20549
Re: Hartman vREIT XXI, Inc.
Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-11 (File No. 333-232308)
Dear Ms. Martin:
This letter confirms, as requested, certain matters related to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-11 of our client, Hartman vREIT XXI, Inc. (the “Issuer”), filed with the Securities and Exchange Commission (“SEC”) on June 16, 2020 (the “Pre-Effective Amendment”).
The Issuer’s current registration statement on Form S-11 (File No. 333-232308) (the “Current Registration Statement”) was declared effective by the SEC on January 14, 2020. Pursuant to Rule 415(a)(6) of the Securities Act of 1933, as amended, the Current Registration Statement carried forward $185 million in unsold shares of the Issuer’s common stock previously registered under the Issuer’s prior registration statement on Form S-11 (File No. 333-207711). The Issuer acknowledges that the shares of common stock carried forward and registered under the Current Registration Statement cannot be subsequently increased via a post-effective amendment to the Registration Statement. The Issuer confirms that it is not attempting to make such an increase via the Pre-Effective Amendment or otherwise. The Issuer further confirms that, as of today, the amount of shares remaining available for sale by the Issuer pursuant to the Current Registration Statement remains $185 million.
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Ms. Erin E. Martin
July 10, 2020
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Please contact me if you should need additional information or should have questions.
Sincerely,
/s/ Aaron C. Hendricson
Aaron C. Hendricson
cc: | Mark Torok |
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