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SEC Company Response from NETLIST (NLST) — Nov 27, 2006

NETLIST INC
Date: Nov. 27, 2006 · CIK: 0001282631 · Accession: 0001104659-06-077707

AI Filing Summary & Sentiment

File numbers found in text: 333-136735

Date
November 27, 2006
Author
Thomas Weisel Partners LLC
Form
CORRESP
Company
NETLIST INC

Letter

Thomas Weisel Partners LLC

One Montgomery Street, Suite 3700

San Francisco, CA 94104

November 27, 2006

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

Netlist, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-136735)

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for Wednesday, November 29, 2006 at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

In connection with Rule 460 of the Act, please be advised that, during the period from October 30, 2006 to the date of this letter, we have effected approximately the following distribution of copies of the preliminary prospectus, dated October 30, 2006:

Institutions

3,469

Underwriters

Other

Total

4,079

The Underwriters (the “Underwriters”) and dealers of the above issue were advised by invitation wire and in underwriting papers that they must comply with the provisions of SEC Release No. 33-4968 of the Act and Rule 15c2-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We wish to advise you that copies of the preliminary prospectus have been made available in sufficient time for distribution to all prospective purchasers no less than 48 hours prior to the time it is expected confirmations will be mailed. The undersigned have and will, and each dealer has advised the undersigned that it has and will, comply with SEC Release No. 33-4968 and Rule 15c2-8 under the Exchange Act.

Very Truly Yours,
Thomas Weisel Partners LLC

Show Raw Text
CORRESP
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filename1.htm

Thomas Weisel Partners LLC

One Montgomery Street, Suite 3700

San Francisco, CA 94104

November 27, 2006

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington,
DC 20549

  Re:

  Netlist, Inc. (the “Company”)

  Registration Statement on Form S-1 (File No.
  333-136735)

Ladies and Gentlemen:

In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act of 1933,
as amended (the “Act”), we hereby join the Company’s request for
acceleration of the above-referenced Registration Statement, requesting
effectiveness for Wednesday, November 29, 2006 at 4:00 p.m., Eastern Time, or
as soon as practicable thereafter.

In connection with
Rule 460 of the Act, please be advised that, during the period from October 30,
2006 to the date of this letter, we have effected approximately the following
distribution of copies of the preliminary prospectus, dated October 30, 2006:

  Institutions

  3,469

  Underwriters

  0

  Other

  610

  Total

  4,079

The Underwriters
(the “Underwriters”) and dealers of the above issue were advised by
invitation wire and in underwriting papers that they must comply with the
provisions of SEC Release No. 33-4968 of the Act and Rule 15c2-8 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We wish to advise you that copies of the
preliminary prospectus have been made available in sufficient time for
distribution to all prospective purchasers no less than 48 hours prior to the
time it is expected confirmations will be mailed.  The undersigned have and will, and each
dealer has advised the undersigned that it has and will, comply with SEC
Release No. 33-4968 and Rule 15c2-8 under the Exchange Act.

  Very Truly Yours,

  Thomas Weisel Partners LLC

  Needham & Company, LLC

  WR Hambrecht + Co., LLC

  Acting on behalf
  of themselves and the several

  Underwriters

  By:

  Thomas Weisel Partners LLC

  By:

   /s/ MARK
  QUINLAN

  Name:

  Mark Quinlan

  Title:

  Partner