SecProbe.io

Mail Stop 4720

September 20, 2016

Via E -mail
Brad S. Elliott
Chairman and Chief Executive Officer
Equity Bancshares, Inc.
7701 East Kellogg Drive, Suite 200
Wichita, KS 67207

Re: Equity Bancshares, Inc.
  Registration Statement on Form S-4
Filed  August 24, 2016
  File No.  333-213283

Dear Mr. Elliott :

We have limited our review of your registration statement 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 .  If you do not believe our com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Prospectus Cover Page

1. Please disclose the total merger consideration as of the date that the merger was
announced, as well as for a recent date.  Please make corresponding changes throughout
your prospectus.

2. We note you r disclosure that the cash component of the merger consideration may be
reduced.  Please disclose “Community stockholders’ equity” (the “Adjusted Equity” in
the merger agreement) as of a recent date, the calculation date, the threshold below which
the merg er consideration, and the expected impact of merger related transactions.  To the
extent that the current equity value minus expected expenses would result in a reduction
in the per share cash consideration, revise the cover page to make this clear.

Brad S. Elliott
Equity Bancshares, Inc.
September 20, 2016
Page 2

 Quest ions and Answers about the Merger

What will Community stockholders be entitle to receive in the merger? , page 2

3. Revise this section to disclose Community’s equity as of June 30, 2016 and to clarify the
impact of the itemized merger costs on the equity va lue.  Since it appears that the
currently expected merger costs will reduce Community’s equity value below the $44.8
million limit, please provide investors with tabular presentation of the impact of currently
expected merger costs on the per -share cash me rger consideration.  The tabular
presentation should also provide investors with an idea as to the impact of further merger
related costs, for instance by presenting the impact of up to $2 million in additional costs
at $500 thousand intervals upon the per  share cash merger consideration.

Summary

Interests of Community’s Directors and Executive Officers in the Merger, page 15

4. Please disclose the salaries for Ms. Main and Mr. Criner and attach their employment
agreements pursuant to Item 601(b)( 10)(iii)(A) of Regulation S -K.  Please also revise to
quantify the aggregate severance payments that Community’s Executive Officers will be
entitled to receive.  Please make conforming revisions on page 279.

The Merger

Opinion of Community’s Financial Ad visor , page 258

5. We note that Community’s management provided Stephens with financial projections for
the years between 2017 and 2021.  To the extent that these projections materially
impacted Stephen’s discounted cash flow projections, as disclosed on pag e 263, please
revise the S -4 to include those projections so that investors are able to evaluate the
analysis conducted by the financial advisor.

Opinion of Equity’s Financial Advisor

Discounted Cash Flow Analysis —Community, page 276

6. Please disclose the  projections for Community’s assets that KBW used in its discounted
cash flow analysis, as well as any projections for Community’s net income not already
disclosed on page 279.

Representations and Warranties, page 288

7. We note your statements that shareho lders “ should not rely on the representations,
warranties, covenants or any description thereof as characterizations of the actual state of

Brad S. Elliott
Equity Bancshares, Inc.
September 20, 2016
Page 3

 facts or condition of Equity, Community or any of their respective subsidiaries or
affiliates ” and that these repres entations and warranties “are solely for the benefit of
Equity and Community.”  Please revise to remove any potential implication that the
referenced merger agreement does not constitute public disclosure under the federal
securities laws.  We further note  your disclosure that this  information “may change after
the date of the merger agreement, which subsequent information may or may not be fully
reflected in public disclosures by Equity or Community .”  Please be advised that,
notwithstanding the inclusion of a general disclaimer, you are responsible for considering
whether additional specific disclosures of material information regarding material
contractual provisions are required to make the statements included in your joint proxy
statement/prospectus not  misleading.

Exhibit Index

8. We note Exhibits 8.1 and 8.2.  If the tax consequences of the transaction are material,
then Item 601(b)(8) requires an opinion regarding the tax consequences.  Exhibit 8.1 and
8.2 do not opine as to the tax consequences, but i nstead opine only as to the accuracy of
the disclosure.  Revise the tax opinions so that they opine as to the material tax
consequences of the transaction, including the tax consequences to the shareholders of
Community.  Please refer to Sections III.B and  III.C of Staff Legal Bulletin No. 19 for
further guidance.

9. Please attach the consents of Messrs. Maland and Bowers as required by Securities Act
Rule 438.

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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration 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 Commiss ion 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 ac curacy of the disclosure in the filing; and

Brad S. Elliott
Equity Bancshares, Inc.
September 20, 2016
Page 4

  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.

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 thei r 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 statement.  Please allow
adequate time  for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Christopher Dunham, Staff Attorney,  at (202) 551 -3783  or, in his absence,
me at (202) 551 -3419 with any other questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services

cc: Michael G. Keeley, Esq.