SEC Comment Letter for GLADSTONE COMMERCIAL CORP (GOOD, GOODN, GOODO) (CIK 0001234006) (GOOD) — Jan 27, 2016
GLADSTONE COMMERCIAL CORP (GOOD, GOODN, GOODO) (CIK 0001234006)
Date: Jan. 27, 2016 · CIK: 0001234006 · Accession: 0000000000-16-062545
AI Filing Summary & Sentiment
File numbers found in text: 333-208953
Letter
January 27 , 2016 Via E -mail Michael B. LiCalsi, Esq. Gladstone Management Corporation c/o Gladstone Commercial Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102
Re: Gladstone Commercial Corporation Registration Statement on Form S-3 Filed January 11, 2016 File No. 333-208953
Dear Mr. LiCalsi :
This is to advise you that we have not reviewed and will not review your registration statement .
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.
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 wit h 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.
Michael B. LiCalsi, Esq. Gladstone Commercial Corporation January 27 , 2016 Page 2
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 registered securities .
Please contact Stacie Gorman at (202)551 -3585 with any questions.
Sincerely,
/s/ Tom Kluck
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January 27 , 2016 Via E -mail Michael B. LiCalsi, Esq. Gladstone Management Corporation c/o Gladstone Commercial Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 Re: Gladstone Commercial Corporation Registration Statement on Form S-3 Filed January 11, 2016 File No. 333-208953 Dear Mr. LiCalsi : This is to advise you that we have not reviewed and will not review your registration statement . 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. 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 wit h 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. Michael B. LiCalsi, Esq. Gladstone Commercial Corporation January 27 , 2016 Page 2 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 registered securities . Please contact Stacie Gorman at (202)551 -3585 with any questions. Sincerely, /s/ Tom Kluck Tom Kluck Legal Branch Chief cc: Lori B. Morgan, Esq. ( via e -mail)