SEC Comment Letter for EVOLUTION PETROLEUM CORP (EPM) (CIK 0001006655) (EPM) — May 25, 2016
EVOLUTION PETROLEUM CORP (EPM) (CIK 0001006655)
Date: May 25, 2016 · CIK: 0001006655 · Accession: 0000000000-16-077954
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-211338
Letter
Mail Stop 4628 May 24 , 2016 Randall D . Keys President and Chief Executive Officer Evolution Petroleum Corporation 2500 City West Boulevard ., Suite 1300 Houston , TX 77042
Re: Evolution Petroleum Corporation Registration Statement on Form S-3 Filed May 12 , 2016 File No. 333-211338
Dear Mr. Keys :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:
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 wit h 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 th e 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 refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation
Randall D. Keys Evolution Petroleum Corporation May 24 , 2016 Page 2
of the fact that those requesting acceleration are aware of their respective responsibilities u nder the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Parhaum J. Hamidi, Attorney -Adviser, at (202) 551 -3421 with any questions.
Sincerely,
/s/ Loan Lauren P. Nguyen for
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Mail Stop 4628 May 24 , 2016 Randall D . Keys President and Chief Executive Officer Evolution Petroleum Corporation 2500 City West Boulevard ., Suite 1300 Houston , TX 77042 Re: Evolution Petroleum Corporation Registration Statement on Form S-3 Filed May 12 , 2016 File No. 333-211338 Dear Mr. Keys : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: 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 wit h 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 th e 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 refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation Randall D. Keys Evolution Petroleum Corporation May 24 , 2016 Page 2 of the fact that those requesting acceleration are aware of their respective responsibilities u nder the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Parhaum J. Hamidi, Attorney -Adviser, at (202) 551 -3421 with any questions. Sincerely, /s/ Loan Lauren P. Nguyen for H. Roger Schwall Assistant Director Office of Natural Resources cc: Mark W. Coffin , Esq. Seyfarth Shaw LLP