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SEC Company Response from Natural Grocers by Vitamin Cottage, (NGVC) — Jul 20, 2012

Natural Grocers by Vitamin Cottage, Inc.
Date: July 20, 2012 · CIK: 0001547459 · Accession: 0001104659-12-050104

AI Filing Summary & Sentiment

File numbers found in text: 333-182186

Date
July 20, 2012
Author
By
Form
CORRESP
Company
Natural Grocers by Vitamin Cottage, Inc.

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Ms. Mara L. Ransom Natural Grocers by Vitamin Cottage, Inc. Registration Statement on Form S-1 File No. 333-182186

Re:

Dear Ms. Ransom:

The undersigned as the representatives of the several underwriters of the offering of securities of Natural Grocers by Vitamin Cottage, Inc. (the “Company”) pursuant to the above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”), SunTrust Robinson Humphrey, Inc. and Piper Jaffray & Co. wish to advise you that in connection with the Registration Statement, 2,933 Preliminary Prospectuses dated July 12, 2012 and 2,933 Preliminary Prospectuses dated July 20, 2012 were distributed during the period beginning on July 12, 2012 and through the date hereof to the four underwriters and others.

We further advise you that we have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby joins in the request of the Company for acceleration of the effective date of the Registration Statement to 2:00 p.m., Washington, D.C. time, on Tuesday, July 24, 2012, or as soon thereafter as practicable.

Sincerely,
SunTrust Robinson Humphrey, Inc., as representative of the several underwriters

Show Raw Text
CORRESP
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filename1.htm

July 20, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attention:  Ms. Mara L. Ransom

Re:

Natural   Grocers by Vitamin Cottage, Inc.

Registration   Statement on Form S-1

File   No. 333-182186

Dear Ms. Ransom:

The undersigned as the representatives of the several underwriters of the offering of securities of Natural Grocers by Vitamin Cottage, Inc. (the “Company”) pursuant to the above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”), SunTrust Robinson Humphrey, Inc. and Piper Jaffray & Co. wish to advise you that in connection with the Registration Statement, 2,933 Preliminary Prospectuses dated July 12, 2012 and 2,933 Preliminary Prospectuses dated July 20, 2012 were distributed during the period beginning on July 12, 2012 and through the date hereof to the four underwriters and others.

We further advise you that we have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby joins in the request of the Company for acceleration of the effective date of the Registration Statement to 2:00 p.m., Washington, D.C. time, on Tuesday, July 24, 2012, or as soon thereafter as practicable.

Sincerely,

SunTrust   Robinson Humphrey, Inc., as representative of the several underwriters

By:

/s/   John Williams

Name:   John Williams

Title:   Managing Director

Piper   Jaffray & Co., as representative of the several underwriters

By:

/s/   Christie L. Christina

Name:   Christie L. Christina

Title:   Managing Director

cc:   Keith M. Townsend - King & Spalding   LLP

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