SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 February 1 3, 2017

By E-Mail

Warren S. de Wied , Esq .
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY  10004

Re: Quantum Corporation
Preliminary Proxy Statement
Filed on February 3, 2017
File No. 001-13449

Dear Mr . de Wied :

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 bett er understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an ame ndment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th is comment , we may have additional comments.

Preliminary Proxy Statement
1. Please provide us your anal ysis of the application of Rule 13e -3 to the reverse stock split
proposal. We note that Rule 13e -3 applies to a transaction or a series of transactions of
the type specified in the rule.

Information Concerning Solicitation and Voting, page 6
2. We note your disclosure that VIEX intends to “seek control” of the board. Revise your
disclosure to clarify how VIEX is doing so. It appears that VIEX’s nominees are
independent of VIEX and that two of its nomine es are your current directors.
3. Clarify that the two incum bent directors you are not nominating are being nominated by
VIEX , explain why you are not re -nominating them and why you are only nominating
seven indivi duals for a nine -member board.

Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
February 13 , 2017
Page 2

 4. We note your disclosure on page 8 that broker may not vote shares witho ut instructions
from a security holder on any proposal. Please tell us why, with a v iew toward revised
disclosure.
5. Refer to the first paragraph on page 13. Revise your disclosure to describe the
considerations that will be made in determining the order of priority in which the proxies
will allocate vo tes for each of your nominees.

Certain Background Information, page 14
6. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each  such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.   Please provide support for your disclosure that the
election of VIEX’s nominees “could adv ersely impact the operations and strategic
direction of the Company” (page 14).
7. Refer to the first paragraph on page 15. It is unclear how you can ensure that the board
will do as you state upon the election of a majority of your nominees. If four of your
nominees are elected, it necessarily results that five of VIEX’s nominees would be
elected, in which case the current board members would constitute a minority of the
board and would be unable to dictate on their own how the board would  act. Please revise
or advise.

Proposal Six, page 37
8. Revise your disclosure to include the information required by Item 13(a) of Schedule
14A. S ee Item 12(f) of Schedule 14A.

Change of Control Severance Policy, page 59
9. Revise the first paragraph on page 59 to define fully t he terms  “Involun tary Termination”
and “cause.”
10. We note your description in the last paragraph of page 14 about the change of control that
would be effected if all of VIEX’s nominees are elected. We also note the disclosure in
this section. Revise your dis closure to address how the election of three of your nominees
and the two incumbent directors in VIEX’s slate would affect a determination of whether
a change of control has taken place, as defin ed in the relevant agreements.

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

Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
February 13 , 2017
Page 3

 Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Du chovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions