SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 February 1 5, 2017

By E-Mail

Christopher P.  Davis , Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, 18th Floor
New York, NY 10176

Re: Quantum Corporation
Preliminary Proxy Statement  filed February 6, 2017
Filed by VIEX  Opportunities Fund, LP – Series One, VIEX  Opportunities
    Fund, LP – Series Two, VIEX Special Opportunities Fund III, LP, VIEX
    GP, LLC, VIEX Special Opportunities GP III, LLC, VIEX  Capital
    Advisors, LLC, Eric Singer, Mark Bonney, Dale L. Fuller, John Mutch,
    Clifford Press, and Raghavendra Rav
File No. 001-13449

Dear Mr . Davis :

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.

Preliminary Proxy Statement
1. Please consider including page numbers in your proxy statement.
2. 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.   We note the following examples that must b e
supported:
 That the company  has experienced “three -plus years of consistent underperformance
and repeatedly unfulfilled promises of improvement.”  (Cover letter)
 That the company is “significantly undervalued.” (Cover page)
 That the company faces “g overna nce issues .” (Reasons for the Solicitation)
 That “[e]ach and every Legacy Director has overseen significant value destruction
since joining the Board.” In addition to providing support for your statement, revise
your disclosure to clarify that  the “value d estruction” has occurred while directors
other than the Legacy Directors have served on the board as well. (Reasons for the
Solicitation)

Christopher P.  Davis , Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
February 1 5, 2017
Page 2

 3. We note your statement that the board has disclosed “disparate information…to certain
members of the Board, implying a  ‘board -within -a-Board’ information structure.”  Note
that you must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral conduct
without factual foundatio n. Provide us supplementally, or disclose, the factual foundation
for your apparent belief that the current directors are not fulfilling their fiduciary duties in
running the company. Also, provide us with support for your use of the defined term
“Reasonab le Directors,” which suggests that the other directors are unreasonable. In this
regard, note that the factual foundation for such assertion must be reasonable. Refer to
Rule 14a -9.

Reasons for the Solicitation
4. Refer to the disclosure in the first paragra ph of this section that the board failed to allow a
stockholder vote for 19 months. Revise the disclosure to provide context and clarify that
part of the delay was the result of your agreement with the company in September 2016
to hold a meeting in January  2017  and that you also agreed to further delay the meeting in
December 2016 .

Proposal No. 1. Election of Directors
5. Please revise this section to highlight  to security holders that they will be disenfranchised
with respect to four board  seats if they return your proxy card.
6. Please revise this section to describe and quantify the effect, if any, on any company
obligations from the election of your entire slate of nominees, including any payments
due employees or creditors as a result of a chang e of control of the company .

Voting and Proxy Procedures
7. If you are seeking discretionary authority to cumulate votes as contemplated by Item
6(c)(4) of Schedule 14A, you must indicate that in your proxy statement. Please more
clearly seek this authority by providing a direct means for security holders to withhold all
authority to cumulate, other than by affirmatively calculating and specifying an
equivalent number of votes for each of your nominees. Alternatively, please provide a
detailed legal analysis,  citing the authority upon which you rely under both state and
federal law, supporting the proposition that you may exercise this authority by proxy
even if the security holder has done nothing to indicate that the security holder wishes to
vote any shares  cumulatively.
8. Please tell us, with a view toward revised disclosure, whether security holders will be
able to submit vote allocation instructions if such holder grants a proxy by telephone or
the internet.

Christopher P.  Davis , Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
February 1 5, 2017
Page 3

 We remind you that the filing persons are respon sible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff

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

        Sincerely,

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