SEC Company Response from NETLIST INC (NLST) (CIK 0001282631) (NLST) — Aug 30, 2016
NETLIST INC (NLST) (CIK 0001282631)
Date: Aug. 30, 2016 · CIK: 0001282631 · Accession: 0001104659-16-142078
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File numbers found in text: 333-199446
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CORRESP 1 filename1.htm VIA EDGAR August 30, 2016 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, as amended File No. 333-199446 Request for Acceleration of Effectiveness 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 1:00 PM Eastern Time on September 2, 2016, 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 M. 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: Scott M. Stanton, Esq., Morrison & Foerster LLP