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SEC Company Response from PROSPERITY BANCSHARES INC (PB) (CIK 0001068851) (PB) — Nov 12, 2015

PROSPERITY BANCSHARES INC (PB) (CIK 0001068851)
Date: Nov. 12, 2015 · CIK: 0001068851 · Accession: 0001193125-15-375619

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File numbers found in text: 333-207346

Date
November 12, 2015
Author
Charlotte M. Rasche
Form
CORRESP
Company
PROSPERITY BANCSHARES INC (PB) (CIK 0001068851)

Letter

Washington, D.C. 20549 Attention: Mr. David Lin Re: Prosperity Bancshares, Inc. Registration Statement on Form S-4 (Registration No. 333-207346)

Dear Mr. Lin:

The undersigned, Prosperity Bancshares, Inc. (the “Company”), pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, hereby requests that the effective date of the above-referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m. eastern time on Friday, November 13, 2015, or as soon thereafter as practicable.

We request that we be notified of such effectiveness by a telephone call to Jason M. Jean of Bracewell & Giuliani LLP, the Company’s counsel, at (713) 221-1328 and that such effectiveness also be confirmed in writing.

The Company hereby acknowledges, at the time of this request, that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with 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 the 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.

Very truly yours,
PROSPERITY BANCSHARES, INC.

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CORRESP
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filename1.htm

CORRESP

 Prosperity Bancshares, Inc.

Prosperity Bank Plaza

 4295 San
Felipe

 Houston, Texas 77027

November 12, 2015

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Mr. David Lin

Re:
Prosperity Bancshares, Inc.

Registration Statement on Form S-4 (Registration No. 333-207346)

 Dear Mr. Lin:

The undersigned, Prosperity Bancshares, Inc. (the “Company”), pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
hereby requests that the effective date of the above-referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m. eastern time on Friday, November 13, 2015, or as soon thereafter as practicable.

We request that we be notified of such effectiveness by a telephone call to Jason M. Jean of Bracewell & Giuliani LLP, the Company’s counsel, at
(713) 221-1328 and that such effectiveness also be confirmed in writing.

 The Company hereby acknowledges, at the time of this request, that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with 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 the 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.

 Very truly yours,

PROSPERITY BANCSHARES, INC.

By:

/s/ Charlotte M. Rasche

Charlotte M. Rasche

Executive Vice President and General Counsel