SecProbe.io

August 6, 2013

Via e -mail
Eric Lipar
Chief Executive Officer
LGI Homes, Inc.
1450 Lake Robbins Drive, Suite 430
The Woodlands, Texas, 77380

Re: LGI Homes, Inc.
Draft Registration Statement on Form S-1
Submitted July 10, 2013
  CIK No. 0001580670

Dear Mr. Lipar :

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  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 the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please be advised that we will process this filing and any amendments without a price
range. Since the price range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when it is included. Please understand that it s
effect on disclosure throughout the document may cause us to raise issues on areas not
previously commented upon.

2. As indicated in the comment above, we note that you have omitted certain pricing -related
information as well as other information from thi s filing. If you intend to rely on Rule
430A, please note that Rule 430A does not allow for the omission prior to effectiveness
of amounts that may be computed based on the maximum number of shares offered and
the mid -point of the offering price range, or the number of shares to be offered on the
cover. In addition, please confirm that you will not circulate copies of the registration

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 2

 statement or the preliminary prospectus until you include an estimated price range,
maximum number of shares, dollar amounts  dependent upon the offering price that are
based on the mid -point of the offering price range, and all other information except
information you may exclude in reliance upon Rule 430A.

3. We encourage you to file all exhibits with your next amendment. Pleas e understand that
we will need adequate time to review these materials before effectiveness. In addition,
please file a copy of your LLC Operating Agreement with your next amendment.

4. Prior to the effectiveness of the registration statement, please arrang e to have FINRA call
us or provide us with a letter indicating that FINRA has cleared the underwriting
arrangements for the offering.

5. You appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our
Business Startups Act. Please sup plementally provide us with copies of all written
communications, as defined in Rule 405 under the Securities Act, that you, or anyone
authorized to do so on your behalf, present to potential investors in reliance on Section
5(d) of the Securities Act, whe ther or not they retain copies of the communications.
Similarly, please supplementally provide us with any research reports about you that are
published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933
added by Section 105(a) o f the Jumpstart Our Business Startups Act by any broker or
dealer that is participating or will participate in your offering.

6. Please revise to include a reasonably detailed table of contents on either the inside front
or outside back cover page of the pr ospectus.  Please see Item 502 (a) of Regulation S -K.

7. Please supplementally provide supporting documentation for all of the statistical and
similar disclosure you make in your prospectus, particularly with regard to the business
performance of your peers.  Please ensure that the manner in which your peer group was
selected and the group of comparators you refer to is clear from your supplemental
response.  For example, we refer you to the statements on page one and throughout your
prospectus, among others, to the effect that: you are one of the nation’s fastest growing
homebuilders ; that you have industry -leading build times; that you had the highest
revenue, closings growth, return of assets, asset turnover, and closings per active
community of public homeb uilders.  Please provide necessary context (for example, the
number of homes in each of your active communities versus your comparator group.)
Please mark the supporting documents to show precisely the location of each piece of
information on which you ar e relying for these and similar  statements in your prospectus.

8. Please provide similar substantiation for the more qualitative statements throughout your
prospectus, such as, for example: that you offer superior value; that you have a strong
land position;  that your markets are attractive; that unlike many of your competitors, you
acquire finished lots and raw land in affordable locations with proximity to major

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 3

 thoroughfares, retail districts and centers of business; that your print and digital
advertising  is innovative; and so forth.

Summary, page one

9. Please ensure that the information you include in your summary is balanced.  To the
extent that you continue to cite competitive strengths in your summary, please review
each one and revise as necessary to provide balancing information rather than a simple
list of risk factors at the end of this section.

10. Please identify those aspects of the offering and your company that are most significant,
and highlight these points in plain, clear language.  The summary  should not, and is not
required to repeat the detailed information in the prospectus.  The detailed description of
your business, competitive strengths, and strategy is unnecessary since you repeat them
verbatim in the business section of the prospectus.

Proven ability to expand into new geographic markets, page five

11. Please disclose the basis of the in -depth local market knowledge that you refer to in the
final sentence under this paragraph as it relates to the Tampa, Atlanta, and Orlando
markets, which you have recently entered, and the similar reference to “[y]our familiarity
with each of [y]our existing markets” on the following page.

The Transactions, page nine

12. Supplementally , please tell us the exemption under which the securities in the formation
transactions will be issued.

Risks Related to Our Business, page 18

Continued or additional tightening of mortgage lending standards and mortgage financing
requirements and risin g interest rates could adversely affect the availability of mortgage loans for
potential purchasers of our homes and thereby reduce our sales, page 18

13. You state in the second paragraph under this heading that if the USDA rural development
program is disco ntinued or funding is decreased, then your business could be affected.
Please disclose where this program is available, and what percentage of your inventory
may be affected.

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 4

 Labor and raw material shortages and price fluctuations could delay or incr ease the cost of home
construction, which could materially and adversely affect us, page 20

14. In the third sentence under this heading you state that certain of your markets have begun
to exhibit a scarcity of skilled labor.  Please clarify which markets yo u are referring to,
and how your expansion plans may be affected.

The homebuilding industry is highly competitive and, if our competitors are more successful or
offer better value to our customers, our business could decline, page 23

15. Please expand this discussion to include discussions of your lower market share in each
of the markets you operate in, as well as the effects of the shadow inventory on your
competitive environment.  It may be helpful to split this discussion and place it under
multiple head ings.

Our operating performance is subject to risks associated with the real estate industry, page 28

16. This risk factor appears generic and redundant of many of the oth er risk factors in this
section .  Please delete or revise this risk factor accordingly .

The estimates, forecasts and projections relating to our markets prepared by JBREC are based
upon numerous assumptions and may not prove to be accurate, page 31

17. We note the disclaimer s, here and elsewhere, as to the accuracy or appropriateness of the
market information referred to in the prospectus.  Under the federal securities laws, the
company is responsible  for all information contained within its registration statement and
should not include language that suggests otherwise.  However, you may state that you
have not independently verified this information.  Please delete this language.

We expect to use leverage in executing our business strategy, which may adversely affect the
return on our assets, page 35

18. Please disclose your current debt service obligations.

Risks Related to this Offering and Ownership of our Common Stock, page 38

19. We note your risk factor stating that “[c]oncentration of ownership of the voting power of
our c apital stock may prevent o ther stockholders from influencing corporate decisions
and create perceived conflicts of interest.”  Please disclose whether you be considered a
controlled company under exchange listing guidelines and, if so, provide disclosure i n the
prospectus describin g the ramifications of such a designation.

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 5

 Future sales of our common stock could cause the market value of our common stock to decline
and could result in dilution of your shares, page 39

20. In the third paragraph under this head ing, at the top of page 40, you refer to an option by
the underwriters to purchase shares from GTIS.  You are not registering the resale of
shares by GTIS, and you do not refer elsewhere to any arrangement by which GTIS may
publicly sell your common stock.   Please clarify this reference, and provide selling
shareholder and other appropriate disclosure as appropriate.

Unaudited Pro Forma Financial Information, page 49

21. Please note that we may have further comment once you complete your pro forma
financial information.  Please ensure that each pro forma adjustment includes a
discussion of any significant assumptions and estimates used to arrive at the amounts.

22. As indicated on the bottom of page 39, we note that upon completion of this offering
your officers , employees and non -employee directors will be granted restricted stock
units. To the extent the impact of these grants may be material to your financial results,
please address the need to reflect these transactions within your pro forma financial
stateme nts.  Refer to Rule 11 -01(a)(8) of Regulation S -X.

23. With reference to your disclosures on page 66, please expand the disclosures in the
headnote to your pro formas to clarify that the pro forma results of operations do not
include the additional general an d administrative expenses that you will incur being a
public company.

24. As indicated on page F -34, we note that in 2013, LGI Homes Group,  LLC formed LGI
Fund  III Holdings,  LLC (a joint venture consolidated in the accompanying financial
statements) with LGI  Investment Fund  III, LP.  In connection with the formation of LGI
Investment  III, LP, a commitment was made to the unrelated limited partners to pay out
1.5 times the investment amount in the event of an IPO.  Subsequent to March  31, 2013,
LGI Fund III Ho ldings, LLC received $10.2 million in additional capital contributions
from the non -controlling interests.   Please tell us the total capital committed by the non -
controlling interest and address the need to reflect the obligation to make this payout in
your pro forma balance sheet.

Unaudited Pro Forma Statement of Operations, page 51 and 53

25. Please present income related to non -controlling interest in the Predecessor’s Statement
of Operations.

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 6

 Notes to Unaudited Pro Forma Statement of Operations for Th ree Months Ended March 31,
2013, page 51

26. Please present pro forma earnings per share. Refer to Rule 11 -02(b)(7) of Regulation S -X
for guidance.

Notes to Unaudited Pro Forma  Balance Sheet, page 56

27. Based on your disclosures in note (b), it does not appea r that you have identified any
intangible assets related to the GTIS Transaction.  With reference to ASC 805 -20-25-10
through 25 -15 and ASC 805 -20-55-2 through 55 -45, please address the need to recognize
intangible assets separately from goodwill including , but not limited to, backlog and
marketing -related intangible assets.

28. As indicated in note (c), you have reflected the acquisition of LGI Homes Group as a
contribution of the predecessor’s businesses recorded at historical cost.  With reference to
the ow nership interests in LGI Homes, Inc., please revise your disclosures to clarify, if
true, that you are accounting for this transaction as a transaction between entities under
common control.  Refer to ASC 805 -50-15-6 and ASC 805 -50-30-5.

Management’s Disc ussion and Analysis of Financial Condition and Results of Operations, page
61

General

29. Please ensure that you include sufficient information to provide meaningful context to
your disclosure.  For example, on page 68 you discuss how much of your operating
results stem from the opening of new communities.  However, the impact of these
openings is not apparent without a comparison of the size of the new communities and
home available for sale within them to your pre -existing inventory, as well as a
discussio n of the markets in which both the new and old communities are located. Please
see Section III.B.2 of SEC Release 33 -8350.

30. Your MD&A contains minimal disclosure on prospective developments and strategies.
While you include the Market Opportunity section  following MD&A which has intensive
discussion of possible trends in each of the markets you operate in, you do not give any
indication of management’s views regarding these trends.  Similarly, while you discuss
your expectation to reach 24 active communit ies as of December 31, 2013, no indication
is made of where these expected communities will be located or their sizes.  Please see
Section III.B.3 of SEC Release 33 -8350 and Item 303(a)(3)(ii) of Regulation S -K and
revise your disclosure accordingly.

31. Much of your MD&A appears to consist of restatements of the information presented in
your financial disclosures. Please revise to provide appropriate insight into management’s

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 7

 perspective on your business, as well as appropriate color on the geographic bre akdown
of the trends that you disclose.  In addition, please provide greater information on the
effect of increases in costs of raw materials on your cost of sales, which is noted for every
period discussed but not quantified or addressed in detail, and wh ich you state on page 64
has not materially affected your gross margins.  Please refer to Section III.B.4 of SEC
Release 33 -8350.

32. Please expand your discussion here, and elsewhere as appropriate, to discuss your
cancellation rate, conversion rates, and o ther material indicators of results of operations
salient to the homebuilding industry.

Presentation of Results of Operations and Other Data, page 63

33. We note that throughout this prospectus, you present certain financial and other data on
an aggregated b asis by adding the historical results of your predecessor and the
LGI/GTIS Joint Ventures and eliminating the transactions, balances and payments
between them.  We have the following comments in this regard:

 Please revise your disclosures throughout the p rospectus, including, but not limited
t