SecProbe.io

August 9, 2019
Darren R. Jamison
President and Chief Executive Officer
Capstone Turbine Corporation
16640 Stagg Street
Van Nuys, California 91406
Re:Capstone Turbine Corporation
Registration Statement on Form S-3
Filed July 29, 2019
File No. 333-232867
Dear Mr. Jamison:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.
Registration Statement on Form S-3 filed July 29, 2019
Description of Capital Stock, page 8
1.We note that your forum selection provision in your bylaws identifies the Court of
Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware
does not have jurisdiction, the federal district court for the District of Delaware) as the
exclusive forum for certain litigation, including any "derivative action."  Please clearly
and prominently describe the provision and any risks or other impacts on investors in your
prospectus.  Include in the prospectus disclosure of whether the provision applies to
actions arising under the Securities Act or Exchange Act.  If so, please also state that there
is uncertainty as to whether a court would enforce such provision.  If the provision applies
to Securities Act claims, please also state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.  In that regard, we note

 FirstName LastNameDarren R. Jamison
 Comapany NameCapstone Turbine Corporation
 August 9, 2019 Page 2
 FirstName LastName
Darren R. Jamison
Capstone Turbine Corporation
August 9, 2019
Page 2
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso, Branch Chief,
at (202) 551-3617 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Jocelyn M. Arel, Esq.