SecProbe.io

March 15,  2013

Via Email
Robert B. Atwe ll
Chairman , President and Chief Executive Officer
Nicolet Bankshares, Inc .
111 North Washington Street
Green Bay, Wisconsin  54301

Re:  Nicolet Bankshares, Inc.
        Amendment No. 1 to Registration Statement on Form S-4
        File number 333 -186401
        Filed March 7 , 201 3

Dear Mr. Atwe ll:

We have reviewed your registration statement  and have the following 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 informati on.  If you do not believe our comments apply to your facts and
circumstances or do n ot believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provid e in response to these comments, we may have additional comments.

Form S -4

Prospectus Cover

1. Given the lack of an organized market for Nicolet stock, please revise the second
paragraph to give the last know trading price of Nicolet stock.  Also disclose  the result of
.03727 times that value.

Summary, page 1

2. Please disclose in the summary , under separate subheading,  that Nicolet has no plans to
pay dividends on its stock.

Robert B. Atwell
Nicolet Bankshares, Inc.
March 15 , 201 3
Page 2

 Nicolet Private Placement, page 10

3. Briefly state the reason for th e offering.

Proposal 1: The Merger Agreement
Background of the Merger, page 36

4. We note the strategic alternatives reference in the last paragraph on page 36 , pursuant to
our prior comment number 14.  As previously requested, please indicate why these
courses of action were not pursued.

5. We note the crossed projections you have provided us pursuant to prior comment
number 16.  Please include this information in an appropriate location in the prospectus.

Regulatory and Other Required Approvals
Federal Reserve, page 68

6. Disclose why the Federal Reserve approval request was withdrawn.  Consider the need to
provide this information in the forepart of the filing.

Exhibit 8

7. Please revise the first sentence to clarify that this opinion addresses all of the material tax
consequences.

8. Please revise the first sentence of the first full paragraph on the second page.  The
opinion must be current at the time of effecti veness.

9. Please revise the first sentence of the third full paragraph on the second page.  You may
limit the opinion as to purpose, but not as to person.

10. Regarding the last paragraph, this statement appears to be inappropriate.  Please remove
this stateme nt or advise.

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.

Robert B. Atwell
Nicolet Bankshares, Inc.
March 15 , 201 3
Page 3

Notwithstanding our comments, 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 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 f ederal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration state ment.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact John Spitz  at 202-551-3484 or Amit Pande , Accounting Branch Chief ,
at 202 -551-3423 if you have quest ions regarding  the financial statements and related matters.
Please contact David Lyon  at 202-551-3421 or me  at 202-551-3434  with any other questions.

Sincerely,

 /s/ M ichael R. Clampitt

 Michael Clampitt
Senior Attorney

By Email to: Katherine M. Koops
            katherine.koops@bryancave.com