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CORRESP
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CORRESP

 January 20, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

 Russell Mancuso

 Branch Chief

 Office of Electronics and Machinery

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Westport Innovations Inc.

Amendment No. 1 to Registration Statement on Form F-4

Filed December 28, 2015

File No. 333-207523

 Dear Mr. Mancuso:

On behalf of Westport Innovations Inc., an Alberta, Canada corporation (“Westport”), please find below Westport’s responses to
the comment letter sent to Mr. Ashoka Achuthan, the Chief Financial Officer of Westport, dated January 11, 2016, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the
above-referenced registration statement.

 Where indicated below, revisions have been included in Amendment No. 2 (“Amendment
No. 2”) to the Registration Statement on Form F-4 (the “Registration Statement”), which will be filed with the Commission via EDGAR during the week of January 25, 2016. For convenience, Westport will provide the Staff with
five copies of Amendment No. 2, marked against Amendment No. 1 to the Registration Statement.

 The numbered paragraphs in bold
below set forth the Staff’s comments together with our responses.

 Prospectus

1.
Please provide us your analysis of whether the compensation disclosure in your filing must be updated before this registration statement is declared effective. For guidance, please see the Division of Corporation
Finance’s Regulation S-K Compliance and Disclosure Interpretation 217.11 available on the Commission’s website.

Response:

 We acknowledge the
Staff’s comment and the Division of Corporation Finance’s Regulation S-K Compliance and Disclosure Interpretation 217.11 (the “C&DI”), which states in pertinent part as follows: “A caller inquired whether a filing that
is made on January 2 must include compensation for the previous year ended December 31 when compensation information may not be incorporated by reference into the filing. The Division staff’s position is that compensation must be included for
such year because registrants should have those numbers available.” With respect to the registrant, we respectfully submit that Westport is a foreign private issuer that meets the requirements for use of Form F-3. Form F-4 permits a registrant
that meets the requirements of Form F-3 to incorporate by reference certain information required to be disclosed in a registration statement on Form F-4, including compensation disclosure. Furthermore, Westport has incorporated by reference in the
Registration Statement the detailed compensation information included in its latest annual report as well as its management information circular (its home country proxy statement equivalent). Accordingly, because (i) Westport is permitted to
incorporate by reference compensation disclosure in the Registration Statement, and (ii) the C&DI addresses a filing that does not permit compensation information to be incorporated by reference into the filing, we respectfully submit that the
C&DI does not apply in respect of Westport’s compensation disclosure included in the Registration Statement.

 In addition, the
only compensation information required to be disclosed by the company to be acquired, Fuel Systems Solutions, Inc. (“Fuel Systems”) relates to two current directors, Troy A. Clarke and Colin Johnston, who will, upon completion of the
proposed merger, continue as directors of the combined company. Mariano Costamagna, a current Fuel Systems director, will also continue as a director of the combined company; however, he did not receive director compensation from Fuel Systems in
2015. Fuel Systems does not believe that the director compensation information disclosed needs to be updated. Furthermore, Fuel Systems respectfully submits that the disclosures included in Fuel Systems’ Definitive Proxy Statement filed
April 14, 2015, which is included as Annex H to the proxy/prospectus and is incorporated by reference into the Form F-4, includes a detailed list of the fees directors are eligible to earn for services. There were no material amendments to
the fees Fuel Systems’ directors could earn in 2015.

 U.S. Federal Income Tax Considerations, page S-4

2.
We note your revisions in response to prior comment 1; however, the reasons for the uncertainty remain unclear. If the only uncertainty relates to the effect of Section 367(a)(1), it is unclear why the first
word of the fourth paragraph of this section suggests there remains uncertainty about the tax-free status under Section 368(a) even assuming away the Section 367(a)(1) issue. Please revise to clarify.

Response:

 We have revised
Exhibit 8.1 to the Registration Statement to reflect Skadden, Arps, Slate, Meagher & Flom LLP’s opinion, based on certain assumptions and representations as set forth therein, that the merger will qualify as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code (the “Code”), and we have revised the disclosure to inform shareholders that such opinion has been issued to Fuel Systems. In addition, we have revised the summary and “U.S.
Federal Income Tax Considerations” sections to clarify that the uncertainty in respect of tax-free reorganization treatment for U.S. federal income tax purposes is the application of Section 367(a)(1) of the Code. Specifically, among other
revisions, we have deleted (i) the phrase referenced in comment 2 (“If the merger qualifies as a reorganization under Section 368(a) of the Code…”) and (ii) the section of the Registration Statement discussing the U.S.
federal income tax consequences of the merger failing to qualify as a reorganization under Section 368(a). The foregoing revisions have been included as Annex A hereto.

Thank you for your consideration. Should you have any questions about the foregoing, please do not hesitate to contact me at
(212) 728-8535 or Matthew Haddad at (212) 728-8504.

Sincerely,

 /s/ Matthew J. Guercio

Matthew J. Guercio, Esq.

Willkie Farr & Gallagher LLP

cc:
Via E-mail

 Ashoka Achuthan (Westport Innovations Inc.)

Brian J. McCarthy, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP)

 - 2 -

 Annex A

The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended
and in effect from time to time (the “Code”). Nevertheless, Section 367(a)(1) of the Code and the applicable Treasury Regulations thereunder (discussed in “U.S. Federal Income Tax Considerations—U.S. Federal Income Tax
Consequences of the Merger to U.S. Holders of Fuel Systems Common Stock—Application of Section 367(a)(1)” beginning on page 70) will require U.S. stockholders to recognize gain, but not loss, realized upon the transfer of Fuel Systems
common stock to Westport in exchange for Westport common shares in the merger unless certain requirements are met. One such requirement is that the value of Westport equal or exceed the value of Fuel Systems, as specifically determined for purposes
of Section 367 of the Code, as of the closing date of the merger. This determination is based on facts that cannot be known with sufficient certainty until the closing date of the merger. In addition, the law in this area, particularly as
applied to certain facts relating to Fuel Systems and Westport, is not well-established. Fuel Systems may seek a ruling from the IRS providing that the transfer of shares of Fuel Systems common stock to Westport by Fuel Systems stockholders
qualifies for an exception to Section 367(a)(1). However, such ruling may not be issued and, if issued, will not be issued prior to the special meeting. Accordingly, U.S. holders of Fuel Systems common stock will not know the U.S. federal
income tax consequences of the merger to them at the time they vote “for” or “against” the merger proposal.

 If
Section 367(a)(1) of the Code requires recognition of gain to U.S. holders of Fuel Systems common stock who transfer Fuel Systems common stock to Westport in exchange for Westport common shares in the merger, such a holder will generally
recognize capital gain (but not loss) in an amount equal to the excess, if any, of the fair market value as of the closing date of the merger of any Westport common shares (including fractional shares) received in such exchange, over such
holder’s tax basis in the Fuel Systems common stock surrendered in such exchange.

If qSection 367(a)(1) of the Code does not require recognition of gain to
U.S. holders of Fuel Systems common stock who receive Westport common shares in the merger, then, except as described below with respect to a U.S. holder of Fuel Systems common stock that owns, directly or by attribution, 5% or more of the Westport
common shares immediately after the consummation of the merger (a “5% U.S. Holder”), such a holder will not recognize any gain or loss with respect to Fuel Systems common stock exchanged therefor, other than with respect to any cash
received in lieu of a fractional Westport common share. A 5% U.S. Holder that receives Westport common shares in the merger will generally qualify for the treatment described above only if the 5% U.S. Holder timely files a “gain recognition
agreement,” as defined in applicable U.S. Treasury Regulations promulgated under Section 367(a) of the Code, with the U.S. Internal Revenue Service (the “IRS”).

For more information regarding the U.S. federal income tax consequences of the merger to U.S. holders of Fuel Systems common stock, see
“U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Fuel Systems Common Stock” beginning on page 69.

Certain Canadian Tax Consequences of the Merger (See Page 76)

Generally, a holder of Fuel Systems common stock who acquires Westport common shares under the merger and who is not, and is not deemed to be,
resident in Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”):

•

will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of Fuel Systems common stock pursuant to the merger;

•

will be subject to Canadian withholding tax on any dividends paid or credited on Westport common shares acquired in connection with the merger, at a rate of 25% of the gross amount of any such dividends, unless a
reduction in such rate of withholding is available under an applicable tax treaty or convention between Canada and the holder’s country of residence; and

 S-5

Fuel Systems’ financial position and results of operations. In addition, Fuel Systems’ ability to use its NOL carryforwards will be dependent on its ability to generate taxable income.
Some portion of the NOL carryforwards could expire before Fuel Systems generates sufficient taxable income.

 The merger, together with
other transactions, may result in an ownership change under Section 382 of the Code for Westport, potentially limiting the use of Westport’s NOL carryforwards in future taxable years for U.S. federal income tax purposes. These limitations
may affect the timing of when these NOL carryforwards can be used which, in turn, may impact the timing of when cash is used to pay the taxes of Westport and have a negative impact on Westport’s financial position and results of operations. In
addition, Westport’s ability to use its NOL carryforwards will be dependent on its ability to generate taxable income. Some portion of the NOL carryforwards could expire before Westport generates sufficient taxable income.

Section 367(a)(1) of the Code may result in your recognition of taxable gain (but not loss) in respect of the Fuel Systems common stock you
exchange for Westport common shares in the merger. You will not know at the time of the special meeting, when you vote “for” or “against” the merger proposal, whether Section 367(a)(1) will require such recognition of
taxable gain (but not loss).

 The U.S. federal income tax consequences of the merger to U.S. holders of Fuel Systems common stock
will be uncertain at the time of the special meeting, when you vote “for” or “against” the merger proposal.

 The
receipt of Westport common shares for Fuel Systems common stock pursuant to the merger
qis intended to qualify as a tax-free reorganization within the
meaning of Section 368(a) of the Code. Nevertheless, Section 367(a)(1) of the Code and the applicable Treasury Regulations thereunder provide that where a U.S. shareholder exchanges stock in a U.S. corporation for stock in a non-U.S.
corporation in a transaction that would otherwise constitute a tax-free exchange, the U.S. shareholder is required to recognize gain, but not loss, realized on such exchange unless certain requirements are met.

While Westport and Fuel Systems generally expect such requirements to be met, one such requirement is that the value of Westport equal or
exceed the value of Fuel Systems, as specifically determined for purposes of Section 367 of the Code, as of the closing date of the merger. In determining the value of Westport for these purposes, acquisitions of assets by Westport made outside
of the ordinary course of business during the 36 months preceding the merger will be disregarded unless such acquisitions either (i) consist of interests in certain foreign corporations or partnerships, or (ii) do not consist of passive
assets (including cash) and are not undertaken with a principal purpose of satisfying such requirement. In addition, the IRS has announced an intention to issue regulations effective prior to the date of the merger whereby, for purposes of
determining the value of Fuel Systems, certain distributions made by Fuel Systems during the 36 months preceding the merger will be added back to the value of Fuel Systems for purposes of this requirement. Under such regulations, distributions
(including share repurchases) made by Fuel Systems over the 36 months preceding the merger would be added back to the value of Fuel Systems to the extent that amounts distributed during a given year exceed 110 percent of the average amounts
distributed over the 3 preceding years. Regulations addressing the specific method for determining the amount that would be added back for this purpose have not been issued. The determination of whether the value of Westport equals or exceeds the
value of Fuel Systems for purposes of Section 367 of the Code is based on facts that cannot be known with sufficient certainty until the closing date of the merger. In addition, the law in this area, particularly as applied to certain facts
relating to Fuel Systems and Westport, is not well-established. Fuel Systems may seek a ruling from the IRS providing that the transfer of shares of Fuel Systems common stock to Westport by Fuel Systems stockholders qualifies for an exception to
Section 367(a)(1). However, such ruling may not be issued and, if issued, will not be issued prior to the special meeting. Accordingly, you will not know at the time of the special meeting, when you vote “for” or “against”
the merger proposal, whether Section 367(a)(1) will require U.S. holders of Fuel Systems common stock to recognize gain (but not loss) upon the transfer of Fuel Systems common stock to Westport in exchange for Westport common shares in the
merger.

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•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of
the trust, or (ii) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

A “Non-U.S. Holder” means a beneficial owner of Fuel Systems common stock or, after the completion of the merger, Westport common
shares w