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October 16, 2023
Eric Salzman
Chief Executive Officer
Safeguard Scientifics, Inc.
150 N. Radnor Chester Rd., Suite F-200
130 North 18th Street
Radnor, PA 19087
Re:Safeguard Scientifics, Inc.
Schedule 13E-3 filed October 5, 2023
File No. 005-19574
Preliminary Proxy Statement on Schedule 14A filed October 5, 2023
File No. 001-05620
Dear Eric Salzman:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule 13E-3 filed October 5, 2023
General
1.We note your disclosure on page 26 that “[f]rom March to July 2023, Safeguard was
engaged in the process of negotiating a potential transaction with Party A.”  However, in
Item 5(c) of your Schedule 13E-3, you state that Item 1005(c) of Regulation M-A, which
requires disclosure of certain “negotiations or material contacts concerning the matters
referred to in paragraph (b) of [Item 1005] during the past two years,” is “[n]ot
applicable.”  Given this apparent discrepancy, please revise or advise.
2.We note the disclosure in your definitive proxy statement, filed on April 6, 2023, that
“Safeguard’s shareholders have cumulative voting rights under the Pennsylvania Business
Corporation Law,” and that “[c]umulative voting applies only in the election of

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directors.”  In this respect, please revise the section of the preliminary proxy card
regarding cumulative voting or advise.
Fairness of the Stock Splits to Effect the Transaction, page 35
3.Each presentation, discussion or report received by the Company or an affiliate from an
outside party that is materially related to the Rule 13e-3 transaction, whether oral or
written, is a separate report that requires a reasonably detailed description meeting the
requirements of Item 1015 of Regulation M-A.  If such materials are written, they should
be filed as exhibits to the Schedule 13E-3 pursuant to Item 9 of Schedule 13E-3 and Item
1016(c) of Regulation M-A.  This requirement applies to both preliminary and final
reports.  In this respect, we note your disclosure that “the Board did not formally request
or rely on a fairness opinion on behalf of unaffiliated shareholders or potential Cashed Out
Shareholders,” (emphasis added) although Safeguard “has worked extensively with
independent financial advisors on its portfolio valuation methodologies.”  Please advise
whether written materials requiring filing as exhibits were provided in connection with the
Company’s work with such financial advisors.
4.We note your disclosure that “[f]or purpose of calculating the Cash Payment, Safeguard
used the average of the $25.0 million to $45.0 million range -- $35 million -- in its
calculations, factoring in estimates of … an appropriate discount rate applied to those cash
flows.”  Disclose such discount rate.
5.The factors listed in Instruction 2 to Item 1014 of Regulation M-A are generally relevant
to each filing person’s fairness determination and should be discussed in reasonable
detail.  See Question Nos. 20 and 21 of the Exchange Act Release No. 34-17719 (April
13, 1981).  Please revise this section to include the factors described in clauses (iii), (iv)
and (vi) of Instruction 2 to Item 1014 or explain why such factor was not deemed material
or relevant to the registrant’s fairness determination.
Security Ownership of Certain Beneficial Owners and Management, page 53
6.We note in footnote (2) on page 53 Mr. DeMont’s disclaimer of beneficial ownership
“except to the extent of his pecuniary interest therein.”  Similar disclosure appears in
footnote (3).  Please note that beneficial ownership is not determined based on pecuniary
interest.  Refer to Rule 13d-3(a).  Please revise.
7.Disclose where and how the transactions described on page 54 were effected.  Refer to
Item 1008(b)(5) of Regulation M-A.
Shareholder Proposals, page 66
8.Please disclose the dates required to be disclosed pursuant to Item 1(c) of Schedule 14A
and Rule 14a-5(e).
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNameEric Salzman
 Comapany NameSafeguard Scientifics, Inc.
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 FirstName LastName
Eric Salzman
Safeguard Scientifics, Inc.
October 16, 2023
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            Please direct any questions to Blake Grady at 202-551-8573 or Perry Hindin at 202-551-
3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions