SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 May 3, 2012

Via Email
Kolin Holladay Adams and Reese LLP Fifth Third Center 424 Church Street, Suite 2700 Nashville, Tennessee 37219
Re:  Cumberland Pharmaceuticals, Inc.
Schedule TO-I Filed April 24, 2012

Dear Mr. Holladay:
The staff in the Office of Mergers and Ac quisitions in the Division of Corporation
Finance has conducted a limited review of th e filing listed above. The scope of our
review is limited to the matters identifie d below. All defined terms have the same
meaning as in your filing, unless otherwise noted. Please respond to this letter promptly by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believ e an amendment is appropriate, please tell
us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  In some of our comments, we may ask you to provide us w ith information so we may better understand
your disclosure.

Offer to Exchange  - Important Notice, page 1

 1. The disclosure here states that the “Exc hange Program is not being made to, and
we will not accept any election to exchange  Eligible Option Grants from or on
behalf of, option holders in any jurisd iction in which our making the Offer to
Exchange or accepting any tendered options fo r exchange is or would be illegal.
However, we may in our sole discretion take the actions we deem necessary for us to make this Offer to Exchange to opti on holders in such jurisdiction.”  Please
provide your analysis as to how limiting participation in this manner is consistent

Kolin Holladay, Esq.
Adams and Reese LLP May 3, 2012 Page 2

 with Rule 13e-4(f)(8)(i).  See Sec tion II.G.1 of Securities Exchange Act
Release No. 58597 (September 19, 2008).
Administration and Timing of Exchange Program, page 8

2. In your response letter, te ll us why you have limited the means of electing to
participate in the Exchange Program to electronic means only. Explain why, in the
context of the relationship between the Company and the eligible option holders
who may tender into this offer, this is not a practical limitation on the ability to
accept. Alternatively, consider providing an alternate means of tender. We may have additional comments.
3. See our last comment above. Tell us how th e offer materials were disseminated. If
by electronic means only, provide the same supplemental analysis.

Is the Company required to Accept my Elig ible Option Grant for exchange?, page 9

 4.  See comment 1 above with respect to the di sclosure here on your ability to reject
tenders that you determine are “unlawful.”
Who can I talk to if I have que stions about the offer?, page 12

5. The disclosure here indicate s that you intend to hold question and answer sessions
about the Exchange Program. Please file  any written materials used in these
sessions as offer materials.
 Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain th at the filing includes the information the
Securities Exchange Act of 1934 and all app licable Exchange Act rules require. Since
Scientific Games Corporation and its ma nagement 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 responding to our comments, please provide a written statement from the
company acknowledging that:
 the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;

Kolin Holladay, Esq.
Adams and Reese LLP May 3, 2012 Page 3

  staff comments or changes to disclosu re in response to staff comments
do not foreclose the Commission from taking any action with respect
to the filing; and
 the Company may not assert sta ff comments as a defense in any
proceeding initiated by the Comm ission or any person under the
federal securities laws of the United States.
 Please do not hesitate to contact me at 202- 551-3263 with any questi ons about the above
comments or any other matters  related to your filing.

Sincerely,   /s/ Christina Chalk  Christina Chalk Senior Special Counsel Office of Mergers and Acquisitions