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SEC Company Response from PEOPLES BANCORP INC (PEBO) (CIK 0000318300) (PEBO) — Jan 27, 2015

PEOPLES BANCORP INC (PEBO) (CIK 0000318300)
Date: Jan. 27, 2015 · CIK: 0000318300 · Accession: 0001193125-15-021808

Regulatory Compliance Financial Reporting Offering / Registration Process

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
January 27, 2015
Author
M. Ryan Kirkham, Esq.
Form
CORRESP
Company
PEOPLES BANCORP INC (PEBO) (CIK 0000318300)

Letter

Acceleration Request

Peoples Bancorp, Inc.

138 Putnam Street

Marietta, Ohio

January 27, 2015

VIA EDGAR

Michael R. Clampitt

Division of Corporation Finance

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

Re: Peoples Bancorp Inc.

Registration Statement on Form S-4

Filed October 3, 2014, As Amended on November 11, 2014, December 9, 2014, January 5, 2015, January 23, 2015 and January 27, 2015

File Number 333- 199152

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Peoples Bancorp Inc., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 4:00 p.m. Eastern time, on January 27, 2015, or as soon thereafter as practicable. In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

•

neither the Registrant nor NB&T Financial Group, Inc. has experienced an adverse material change to their results of operations and financial condition since September 30, 2014, the date of most recent financial information included in the Registration Statement;

•

should 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 company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the company 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 notify David J. Lavan, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (202) 372-9122 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Peoples Bancorp Inc.

By:

/s/ M. Ryan Kirkham

Name:

M. Ryan Kirkham, Esq.

Title:

Corporate Counsel

Show Raw Text
CORRESP
1
filename1.htm

Acceleration Request

 Peoples Bancorp, Inc.

138 Putnam Street

 Marietta, Ohio
45750

 January 27, 2015

 VIA EDGAR

 Michael R. Clampitt

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
Peoples Bancorp Inc.

 Registration Statement on Form S-4

Filed October 3, 2014, As Amended on November 11, 2014, December 9, 2014, January 5,
2015, January 23, 2015 and January 27, 2015

 File Number 333- 199152

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Peoples Bancorp Inc., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned
Registration Statement be accelerated to 4:00 p.m. Eastern time, on January 27, 2015, or as soon thereafter as practicable. In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the
following:

•

neither the Registrant nor NB&T Financial Group, Inc. has experienced an adverse material change to their results of operations and financial condition since September 30, 2014, the date of most recent
financial information included in the Registration Statement;

•

should 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 company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the company 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 notify David J. Lavan, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (202) 372-9122 as
soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Peoples Bancorp Inc.

By:

 /s/ M. Ryan Kirkham

Name:

M. Ryan Kirkham, Esq.

Title:

Corporate Counsel