Bridgewater PlaceŸ Post Office Box 352
Grand Rapids, Michigan 49501-0352
Telephone 616 / 336-6000Ÿ Fax 616 / 336-7000Ÿ www.varnumlaw.com
Kimberly A. Baber | Direct: 616 / 336-6851 |
| kababer@varnumlaw.com |
October 28, 2010
Filed Via Edgar
Michael Seaman
Special Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549-4561
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| Re: | Independent Bank Corporation ("IBC") |
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| Registration Statement on Form S-1 |
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| File No. 333-169200 (the "Registration Statement") |
Dear Mr. Seaman:
Reference is made to comment 3 in your letter dated October 15, 2010 with respect to the above-referenced Registration Statement on Form S-1, filed by IBC on September 3, 2010,as amended by Amendment No. 1 filed on October 5, 2010, by Amendment No. 2 filed on October 22, 2010, and by Amendment No. 3 filed on October 28, 2010.
IBC has verbally confirmed withthe United States Department of the Treasury that sales, if any, of IBC's common stock to Dutchess Opportunity Fund, II, LP pursuant to the Equity Line (as defined in the Registration Statement) will not cause any anti-dilution adjustment under IBC's Series B Convertible Preferred Stock or IBC's amended and restated Warrant (each as defined in the Registration Statement).
If you have any questions regarding this letter, please contact me at (616) 336-6851, Seth Ashby at (616) 336-6726, or Robert Shuster, Chief Financial Officer of IBC, at (616) 522-1765.
Very truly yours,
Varnum LLP
/s/ Kimberly A. Baber
Kimberly A. Baber
c: Robert N. Shuster
Grand HavenŸ Grand RapidsŸ KalamazooŸ Lansing 59; Novi