December 17, 2018
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: | The Simply Good Foods Company |
| Registration Statement on Form S-3 |
| Filed December 6, 2018 |
| File No. 333-228696 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, The Simply Good Foods Company (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement on Form S-3 be accelerated so that it becomes effective at 4:00 p.m., Eastern Time, on Wednesday, December 19, 2018, or as soon thereafter as practicable.
Please call Ned Prusse of Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.
| Respectfully submitted, | |
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| By: | /s/ Todd E. Cunfer |
| Todd E. Cunfer | |
| Chief Financial Officer |