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                                                          March 13, 2025

Nigel Hunton
President and Chief Executive Officer
Intevac, Inc.
3560 Bassett Street
Santa Clara, California 95054

       Re: Intevac, Inc.
           Schedule 14D-9 filed March 3, 2025
           File No. 005-50377
Dear Nigel Hunton:

       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 better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule 14D-9 filed March 3, 2025
General

1.     Refer to the following disclosures:

             The penultimate paragraph on page 5 that the summary of the
material terms of
           the Merger Agreement "do[es] not purport to be complete."
             The first full paragraph on page 6 that the summary of the
Confidentiality
           Agreement "do[es] not purport to be complete."
             The third full paragraph on page 6 that the summary of the Term
Sheet "do[es] not
           purport to be complete."
             The third paragraph on page 7 that the summary of the Support
Agreements
           "do[es] not purport to be complete."
             The last paragraph on page 36 that the summary of Houlihan Lokey's
analyses "is
           not a complete description of the analyses underlying Houlihan
Lokey's opinion."
 March 13, 2025
Page 2

       Please revise to remove the implication that these summaries are not
complete. While
       you may include appropriate disclaimers concerning the nature of a
summary
       generally, it must be complete in describing all material analyses or
terms.
Item 3. Past Contacts, Transactions, Negotiations and Agreements, page 5

2.     We note that certain Company Options, Company RSUs, and Company PRSUs
are
       subject to the Support Agreements but excluded from the percentage of
outstanding
       Shares held by the Supporting Stockholders. Please disclose whether any
such
       securities subject to the Support Agreements are or will become
exercisable prior to
       the Merger and any impact of such exercise on the percentage of
outstanding Shares
       held by the Supporting Stockholders.
3.     In your discussion of the treatment of equity awards beginning on page
8, you
       reference "equitable adjustments" that may be made to Company Options,
Company
       RSUs, Company PRSUs, and the Company ESPP "in order to account for the
       payment of the Special Dividend." Please revise to describe these
adjustments.
Item 4. The Solicitation or Recommendation - Background of the Offer and the
Merger, page
17

4.     We note your disclosure on page 21 regarding "a financial presentation
developed by
       Intevac that supported a valuation, on a pro forma basis assuming
Intevac is owned by
       Seagate, in excess of $15.00 per Share." Given the significant
difference between this
       figure and the Offer Consideration, disclose how, if at all, this
valuation was
       considered in the Intevac Board's recommendation that Intevac's
stockholders accept
       the Offer.
        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 Laura McKenzie at 202-551-4568.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Mergers &
Acquisitions
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