SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

March  23, 2021

Via Email

Megan Parisi
The Stilwell Group
111 Broadway, 12th Floor
New York, NY 10006

 Re: Peoples Financial Corporation
  Preliminary Proxy Statement on Schedule 14A
  Filed by Joseph Stilwell  et al.  on March 17, 2021
  File No.  001-12103

Dear Ms. Parisi :

We have reviewed the filing  above and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to thi s letter by amending the filing  or by providing the requested
information.   If you do not believe our comments apply t o the participants’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After review ing any amendment to the filing  and the information you provide in response
to this letter , we may have additional comments.  All defined terms used in this letter have the
same meaning as in the preliminary proxy statement unless otherwise indicated.

Preliminary Proxy Statement

Proposal Number  1: Election of Directors, page 4

1. Please confirm that in the event you select  a substitute  or additional  nominee  prior to the
Annual M eeting  (as provided on page 4), you will file an amended proxy statement that
(1) identifies the substitute or additional nominee, (2) discloses whether the nominee has
consented to being named in the revised proxy st atement and to serve if elected  and (3)
includes disclosure required by Items 5(b) and 7 of Schedule 14A with respect to the
nominee.

Megan Parisi
The Stilwell Group
March 23, 2021
Page | 2

 Other Matters, page 6

2. We note that you refer shareholders to the Corporation’s  proxy  statement for certain
disclosure s.  Please be advised that we believe relian ce on Rule 14a -5(c) before the
Corporation  distributes the information to share holders would be impermissible .
Alternatively, if you determine to disseminate your proxy  statement pr ior to the
distribution of the Corporation’s proxy  statement, you must undertake to provide any
omitted information to share holders  when such information becomes available .  Please
advise us as to your intent in this rega rd.

Solicitation; Expenses, page 6

3. Please disclose  whether you will  seek reimbursement of your expenses from the
Corporation  and, if so,  whether the question of such reimbursement will be submitted for
a shareholder vote .  See Item 4(b)(5) of Schedule 14A.

Form of Proxy

4. Please revise the disclosure regarding the intended use of the discretionary authority
available under Rule 14a -4(c)( 3) so it conforms to the disclosure standard codified in that
provision.  At present, the disclosure suggests the right to use discretionary authority is
absolute inasmuch as it can unconditionally be exercised “ upon such oth er business  as
may properly  come before the Annual Meeting . . . . ”

* * *

 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.

 Please direct any questions to me at (202) 551 -8729.

Sincerely,

        /s/ Valian A. Afshar

Valian A. Afshar
Special Counsel
Office of Mergers and  Acquisitions