SecProbe.io

May 14, 2012
 Via E-mail

Mr. R. Arthur Seaver, Jr. Chief Executive Officer Southern First Bancshares, Inc. 100 Verdae Blvd., Suite 100 Greenville, SC 29607
Re: Southern First Bancshares, Inc.
Registration Statement on Form S-1 Filed May 7, 2012
  File No. 333-181198

Dear Mr. Seaver:

We have limited our review of your filing to  those issues we have addressed in our
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 this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We note the public offering price of the Pref erred Shares will be determined by an
auction process.  We also note the clearing pr ice will be equal to the highest price in the
auction for which the quantity of all bids at  or above such price equals the number of
Preferred Shares that Treasury elects to sell .  This appears to provide a great deal of
discretion to the selling share holder and little certainty to bidders participating in the
auction.  It is unclear how th is process provides a formula that bidders can rely on in
placing their bids.  Please explain how the bidders will have  certainty as to the manner in
which the offering price will be determined.
2. In your next amendment, please include a tabl e of contents.  Refer to Item 502(a) of
Regulation S-K.
3. Please confirm that you are current with payments of the preferred dividends.

Mr. R. Arthur Seaver, Jr. Southern First Bancshares, Inc. May 14, 2012 Page 2

Prospectus Cover Page

4. Please revise the cover page of your prospect us to identify the underwriters.  If you are
unable to name the underwriters prior to acceleration of eff ectiveness of the registration
statement, please confirm that you will iden tify the underwriters in a post-effective
amendment filed prior to any distribution of the prospectus.  Also confirm that you will
not use the prospectus before all outstanding blanks in the “Underw riting” section have
been filled in.
5. Revise footnote (1) of the registration st atement to disclose the aggregate unpaid
dividends and the amount per share as  of the latest practicable date.
 Summary

 The Offering, page 2

 6. Revise under “Redemption” to indicate if the company has the cu rrent intention to
redeem the preferred in the near future or before February 15, 2014.  In addition, disclose
the amount of additional capital the company will need under applicable TARP rules to
be in a position to request redemption.
 7. Revise under “Voting Rights” to disclose how  the nomination process will work in the
event that two directors are to be added.  In addition, disclose why you deferred dividend
payments, whether approval was sought to pa y the deferred dividends, and, if applicable,
why authority was denied.  In addition, di sclose the general conditions under which
dividends will be allowed.
 8. Revise to disclose whether or not the company will bid in the offering.
 Exhibits and Financial Statement Schedules, page II-2

 9. We note asterisks after the description of cer tain exhibits, but you provide no explanation
for the asterisks and their purpose is unclear.  Please advise.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Mr. R. Arthur Seaver, Jr. Southern First Bancshares, Inc. May 14, 2012 Page 3

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 If you have questions or comme nts please contact Michael F.  Johnson, Staff Attorney, at
(202) 551-3477.  If you require further assist ance, you may contact me at (202) 551-3434.

Sincerely,
   /s/ Michael R. Clampitt
Michael R. Clampitt Senior Counsel