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SEC Company Response from NETLIST INC (NLST) (CIK 0001282631) (NLST) — Mar 24, 2015

NETLIST INC (NLST) (CIK 0001282631)
Date: March 24, 2015 · CIK: 0001282631 · Accession: 0001104659-15-022029

AI Filing Summary & Sentiment

File numbers found in text: 333-199446

Date
March 24, 2015
Author
Not clearly detected
Form
CORRESP
Company
NETLIST INC (NLST) (CIK 0001282631)

Letter

VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporation Finance Registration Statement on Form S-3 File No. 333-199446 Request for Acceleration

Re: Netlist, Inc.

Dear Ms. Ravitz and Mr. Jones:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Netlist, Inc., a Delaware corporation (the “Company”), hereby requests that the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at 3:00 PM Eastern Time on March 26, 2015, or as soon thereafter as possible.

The Company hereby acknowledges that:

· Should the Commission or the staff of the Commission (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 federal securities laws of the United States.

Please contact Scott Stanton of Morrison & Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

Very truly yours,
NETLIST, INC.

Show Raw Text
CORRESP
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filename1.htm

VIA EDGAR AND EMAIL

March 24, 2015

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:  Amanda Ravitz and Tom Jones

Re:                             Netlist, Inc.

Registration Statement on Form S-3

File No. 333-199446

Request for Acceleration

Dear Ms. Ravitz and Mr. Jones:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Netlist, Inc., a Delaware corporation (the “Company”), hereby requests that the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at 3:00 PM Eastern Time on March 26, 2015, or as soon thereafter as possible.

The Company hereby acknowledges that:

·                  Should the Commission or the staff of the Commission (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 federal securities laws of the United States.

Please contact Scott Stanton of Morrison & Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

Very truly yours,

NETLIST, INC.

/s/   Gail M. Sasaki

Name:  Gail   M. Sasaki

Title:    Vice-President   and Chief Financial Officer

cc:   Morrison & Foerster LLP