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SEC Company Response from PEOPLES BANCORP INC (PEBO) (CIK 0000318300) (PEBO) — Jun 1, 2016

PEOPLES BANCORP INC (PEBO) (CIK 0000318300)
Date: June 1, 2016 · CIK: 0000318300 · Accession: 0000318300-16-000559

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-211637

Date
June 1, 2016
Author
/s/ M. Ryan Kirkham, Esq.
Form
CORRESP
Company
PEOPLES BANCORP INC (PEBO) (CIK 0000318300)

Letter

Document

June 1, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Era Anagnosti, Legal Branch Chief – Office of Financial Services

Joshua Dilk, Staff Attorney

Re: Peoples Bancorp Inc. Registration Statement on Form S-3 (File No. 333-211637)

Ladies and Gentlemen:

Peoples Bancorp Inc. (the “Registrant”), pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Friday, June 3, 2016 at 9:00 A.M., or as soon thereafter as practicable.

In connection with the above request, the Registrant hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please advise Adam L. Miller of Vorys, Sater, Seymour and Pease LLP, our outside counsel, of the effectiveness of the Registration Statement by telephone at (614) 464-6250 or by facsimile at (614) 719-5186.

Very truly yours,
/s/ M. Ryan Kirkham, Esq.

Show Raw Text
CORRESP
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filename1.htm

		Document

June 1, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Era Anagnosti, Legal Branch Chief – Office of Financial Services

Joshua Dilk, Staff Attorney

Re:     Peoples Bancorp Inc.
        Registration Statement on Form S-3 (File No. 333-211637)

Ladies and Gentlemen:

Peoples Bancorp Inc. (the “Registrant”), pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Friday, June 3, 2016 at 9:00 A.M., or as soon thereafter as practicable.

In connection with the above request, the Registrant hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please advise Adam L. Miller of Vorys, Sater, Seymour and Pease LLP, our outside counsel, of the effectiveness of the Registration Statement by telephone at (614) 464-6250 or by facsimile at (614) 719-5186.

Very truly yours,

/s/ M. Ryan Kirkham, Esq.

M. Ryan Kirkham

Senior Vice President and General Counsel