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SEC Comment Letter for MVB FINANCIAL CORP (MVBF) (CIK 0001277902) (MVBF) — Jan 14, 2016

MVB FINANCIAL CORP (MVBF) (CIK 0001277902)
Date: Jan. 14, 2016 · CIK: 0001277902 · Accession: 0000000000-16-061452

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File numbers found in text: 333-208949

Date
January 11, 2016
Author
/s/ Era Anagnosti
Form
UPLOAD
Company
MVB FINANCIAL CORP (MVBF) (CIK 0001277902)

Letter

Mail Stop 4720 January 14 , 2016 Donald T. Robinson Executive Vice President and Chief Financial Officer MVB Financial Corp. 301 Virginia Avenue Fairmont, WV 26554 -2777

Re: MVB Financial Corp. Registration Statement on Form S-3 Filed January 11, 2016 File No. 333-208949

Dear Mr. Robinson :

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 th e 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.

Donald T. Robinson MVB Financial Corp. January 14, 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 .

You may contact Joshua Samples , Staff Attorney, at (202) 551 -3199 with any questions.

Sincerely,
/s/ Era Anagnosti

Show Raw Text
Mail Stop 4720

January 14 , 2016

Donald T. Robinson
Executive Vice President and Chief Financial Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, WV 26554 -2777

Re: MVB Financial Corp.
  Registration Statement on Form S-3
Filed  January 11, 2016
  File No.  333-208949

Dear Mr. Robinson :

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 th e 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.

Donald T. Robinson
MVB Financial Corp.
January 14, 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 .

You may contact  Joshua Samples , Staff Attorney,  at (202) 551 -3199 with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: James Barresi
 Squire Patton Boggs (US) LLP