Via EDGAR
January 26, 2017
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Jagged Peak Energy Inc.
Registration Statement on Form S-1
File No. 333-215179
Ladies and Gentlemen:
In response to an oral comment regarding the above referenced Registration Statement received on January 25, 2017 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to Q-Jagged Peak Investment Partners, LLC being deemed an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933 (the “Securities Act”), Jagged Peak Energy Inc. intends to make the revisions indicated on the changed pages included as Annex A to the final prospectus to be filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933.
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Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Douglas E. McWilliams or Julian J. Seiguer of Vinson & Elkins L.L.P. at (713) 758-3613 or (713) 758-2790.
| Very truly yours, | |
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| JAGGED PEAK ENERGY INC. | |
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| By: | /s/ Christopher I. Humber |
| Name: | Christopher I. Humber |
| Title: | Executive Vice President, General Counsel & Secretary |
cc: Joseph N. Jaggers, Jagged Peak Energy Inc.
Robert W. Howard, Jagged Peak Energy Inc.
Douglas E. McWilliams, Vinson & Elkins L.L.P.
Julian J. Seiguer, Vinson & Elkins L.L.P.