SecProbe.io

July 16, 2013

Via E -mail
Larry L. Enterline
Chief Executive Officer
Fox Factory Holding Corp.
915 Disc Drive
Scotts Valley, CA 95066

Re: Fox Factory Holding Corp.
Registration Statement on Form S-1
Filed  July 8, 2013
  File No. 333-189841

Dear  Mr. Enterline :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may  better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. You state on page 8 that the consummation of this offering is conditioned on the closing
of the New Credit Facility.  Please tell us what the time period is for closing the New
Credit  Facility relative to the date of effectiveness of the registration statement.

2. Please continue to consider the updating requirements of Rule 3 -12 of Regulation S -X in
future submissions.

Risk factors, page 17

3. We note the choice of forum disclosure on p age 123.  Please include a risk factor to
describe the risks attendant to the exclusive forum provision in your certificate of
incorporation.

Larry L. Enterline
Fox Factory Holding Corp .
July 16, 2013
Page 2

 Exhibits and financial statement schedules, page II -3

4. We note your response to our prior comment 14 and reissu e.  Pursuant to Item
601(b)(10) (i) of Regulation S -K, material contracts to  be performed in whole or in part at
or after the filing  of the registration statement should be included as exhibits to your
registration statement .  Because the Management Service s Agreem ent has not yet been
terminated , and was therefore in effect a t the time of filing,  it should be included  as an
exhibit unless there is another basis for concluding that it is not material .

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.

Notwithstanding our comments, 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 Commissi on 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 acc uracy 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 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 securities specified in the above registration statement.  Please allow
adequate time  for us to revi ew any amendment prior to the requested effective date of the
registration statement.

Larry L. Enterline
Fox Factory Holding Corp .
July 16, 2013
Page 3

 You may contact Amy Geddes  at (202) 551 -3304 or Margery Reich at (202) 551 -3347 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Adams  at (202) 551 -3191  or me at (202) 551-3469  with any other questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E-mail
 William J. Simpson
 Paul Hastings LLP