SEC Company Response from Hartman vREIT XXI, Inc. (CIK 0001654948) — Jul 10, 2020
Hartman vREIT XXI, Inc. (CIK 0001654948)
Date: July 10, 2020 · CIK: 0001654948 · Accession: 0001654948-20-000054
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File numbers found in text: 333-207711, 333-232308
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CORRESP 1 filename1.htm Document Alston&Bird LLP 2828 N. Harwood Street Suite 1800 Dallas, TX 75201-2139 214-922-3400 Fax: 214-922-3899 www.alston.com Aaron C. Hendricson Direct Dial: 214-922-3412 Email: aaron.hendricson@alston.com July 10, 2020 VIA EDGAR Ms. Erin E. Martin Office of Real Estate and Construction Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street Washington, DC 20549 Re: Hartman vREIT XXI, Inc. Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-11 (File No. 333-232308) Dear Ms. Martin: This letter confirms, as requested, certain matters related to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-11 of our client, Hartman vREIT XXI, Inc. (the “Issuer”), filed with the Securities and Exchange Commission (“SEC”) on June 16, 2020 (the “Pre-Effective Amendment”). The Issuer’s current registration statement on Form S-11 (File No. 333-232308) (the “Current Registration Statement”) was declared effective by the SEC on January 14, 2020. Pursuant to Rule 415(a)(6) of the Securities Act of 1933, as amended, the Current Registration Statement carried forward $185 million in unsold shares of the Issuer’s common stock previously registered under the Issuer’s prior registration statement on Form S-11 (File No. 333-207711). The Issuer acknowledges that the shares of common stock carried forward and registered under the Current Registration Statement cannot be subsequently increased via a post-effective amendment to the Registration Statement. The Issuer confirms that it is not attempting to make such an increase via the Pre-Effective Amendment or otherwise. The Issuer further confirms that, as of today, the amount of shares remaining available for sale by the Issuer pursuant to the Current Registration Statement remains $185 million. Atlanta • Beijing • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C. LEGAL02/39877729v1 Ms. Erin E. Martin July 10, 2020 Page 2 Please contact me if you should need additional information or should have questions. Sincerely, /s/ Aaron C. Hendricson Aaron C. Hendricson cc: Mark Torok LEGAL02/39877729v1