SecProbe.io

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 January 5, 2026

Dennis Schemm
Chief Financial Officer
Fox Factory Holding Corp
2055 Sugarloaf Circle, Suite 300
Duluth, GA 30097

 Re: Fox Factory Holding Corp
 Form 10-K for the Year Ended January 3, 2025
 File No. 001-36040
Dear Dennis Schemm:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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 Document   December 29, 2025   VIA EDGAR   U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549   Attn: Claire Erlanger Kevin Woody   Re: Fox Factory Holding Corp. Form 10-K for the Year Ended January 3, 2025 Form 8-K furnished August 7, 2025 File No. 001-36040  Dear Ms. Erlanger and Mr. Woody:   On behalf of Fox Factory Holding Corp. (the “ Company ”), we are writing to submit the Company’s responses to the comment letter, dated December 15, 2025 (the “ Comment Letter ”), from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) relating to the above captioned Form 10-K for the Year Ended January 3, 2025 (the “ Form 10-K ”) and Form 8-K furnished August 7, 2025 (the “ Form 8-K ”).   For ease of review, we have set forth below each of the numbered comments in the Comment Letter in bold, italicized font and the Company’s response thereto. References to “we”, “our”, and “Registrant” refer to the Company. Capitalized terms used herein but not defined herein have the meanings given to such terms in the Form 10-K. All references to page numbers in the below responses are to the pages of the Form 10-K.   Form 10-K for the Fiscal Year Ended January 3, 2025   Segment Review, page 51   1. We note your disclosure of an Adjusted EBITDA measure which is calculated as the sum of the segment Adjusted EBITDA measures less unallocated corporate expenses. Please note that the total of any segment profitability measures outside the required ASC 280 disclosure in the notes to the financial statements represents a non-GAAP financial measure and should be accompanied by appropriate disclosure under Item 10(e) of Regulation S-K. In addition, the measure must comply with our guidance on Non-GAAP financial measures which includes the prohibition on excluding normal recurring operating expenses from a Non-GAAP profitability measure. See Question 100.01 of the SEC Staff’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please revise accordingly.   Over 40 Offices across 4 Continents Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities. Please visit squirepattonboggs.com for more information. Squire Patton Boggs (US) LLP Response : The Company respectfully acknowledges the Staff’s comment and confirms that in future filings it will revise the table summarizing consolidated net sales and adjusted EBITDA by segment to remove the line item for “unallocated corporate expenses” and the subtotal “Adjusted EBITDA.” Please refer to Exhibit 1 for an example of the revised disclosure for the 2024 and 2023 fiscal years.     Note 1. Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies   Non-GAAP Financial Measures, page 86   2. We note your disclosure in Note 1 of a Non-GAAP Financial Measure titled Total Adjusted EBITDA which appears to relate to the consolidated, or total Adjusted EBITDA measure disclosed in your segment disclosure in Note 20. Please note that presentation of a total or consolidated Adjusted EBITDA amount, other than in the reconciliation of the sum of the reportable segments Adjusted EBTIDA measures to your consolidated income before taxes, would be the presentation of a non-GAAP financial measure that is not permitted in the notes to the financial statements under Item 10(e)(ii)(C). In this regard, we note that ASC 280-10-50-28A allows for disclosure of a second segment profitability measure even if considered non-GAAP, however it must be a measure of segment profitability and not a consolidated measure. As discussed in the comment on Note 20 below, the measure of total Adjusted EBITDA is not consistent with the guidance in ASC 280 and it would not be allowed in the notes to the financial statements. Please revise your disclosure in Note 20 and removed the disclosure in Note 1 referring to this Total Adjusted EBITDA measure.   Response : The Company respectfully acknowledges the Staff’s comment and confirms that in future filings it will remove from Note 1 the disclosure regarding Non-GAAP Financial Measures. Additionally, in future filings, the Company will remove the measure of total Adjusted EBITDA from the segment disclosure in Note 20. Please refer to Exhibit 2 for an example of the revised disclosure for the fiscal years ended January 3, 2025, December 29, 2023, and December 30, 2022.   Note 20. Segment Information, page 112     3. We note your disclosure in Note 20 of each segment’s profitability measure of Adjusted EBITDA. We further note that you disclose a total for these amounts less unallocated corporate expenses to arrive at a total Adjusted EBITDA amount. This amount is reconciled to net income immediately prior to the disclosure. Please note that ASC 280-10-50-30(b) requires a reconciliation which begins with the total of the reportable segment profitability measures and reconciles to your consolidated income before income taxes and discontinued operations. In providing this reconciliation, unallocated corporate expenses would be considered a reconciling item below the total of segment Adjusted EBITDA. Please revise your reconciliation accordingly. See example of a reconciliation in ASC 280-10-55-48.   Response : The Company respectfully acknowledges the Staff’s comment and confirms that in future filings it will reconcile segment Adjusted EBITDA to consolidated income before income taxes and discontinued operations and include unallocated corporate expenses as a reconciling item below segment Adjusted EBITDA as required by ASC 280-10-50-30(b). Please refer to Exhibit 2 for an example of the revised disclosure for the fiscal years ended January 3, 2025, December 29, 2023, and December 30, 2022.     2 Squire Patton Boggs (US) LLP 4. We note that on page 114 you disclose the other segment items for each of your three reportable segments and include a line for unallocated corporate expenses to arrive at a total for these amounts. Please note that presentation of this total is not consistent with the guidance in ASC 280 and should be removed as it represents a non-GAAP financial measure. Additionally, we note that you do not present significant segment expenses in your disclosure and instead disclose that individual expenses are not a primary focus in segment-level decision-making as the CODM relies on adjusted EBITDA as the key financial metric for assessing performance and allocating resources across segments. Please revise to include disclosure of the nature of the expense information the chief operating decision maker uses to manage operations as required by ASC 280-10-50-26C.   Response : The Company respectfully acknowledges the Staff’s comment and confirms that in future filings the Company will remove the line item for unallocated corporate expenses and the total for the amounts of other segment items. In addition, in future filings, the Company will revise and expand its disclosure in Note 20 to state that the chief operating decision maker reviews expenses on a consolidated basis and that no segment level expense information is regularly provided to the chief operating decision maker. The Company will also relocate from Note 1 to Note 20 its existing disclosure that describes how the chief operating decision maker uses segment Adjusted EBITDA to assess segment performance and allocate resources. Please refer to Exhibit 3 for an example of the revised table and revised disclosure. ***     We hope that you will find the Company’s response to the Comment Letter satisfactory. If further information regarding any aspect of this response letter is required, please contact the Company’s counsel by telephone at (678) 272-3228 or by email at alison.labruyere@squirepb.com, or the Company’s Chief Financial Officer by telephone at (717) 368-8380 or by email at dschemm@ridefox.com.   Sincerely, /s/ Alison N. LaBruyere Alison N. LaBruyere cc:   Dennis Schemm, Fox Factory Holding Corp. Brendan R. Enick, Fox Factory Holding Corp. Toby D. Merchant, Fox Factory Holding Corp.     3 Squire Patton Boggs (US) LLP Exhibit 1 4 Squire Patton Boggs (US) LLP Exhibit 2 5 Squire Patton Boggs (US) LLP Exhibit 3 6

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 December 15, 2025

Dennis Schemm
Chief Financial Officer
Fox Factory Holding Corp
2055 Sugarloaf Circle, Suite 300
Duluth, GA 30097

 Re: Fox Factory Holding Corp
 Form 10-K for the Year Ended January 3, 2025
 Form 8-K furnished August 7, 2025
 File No. 001-36040
Dear Dennis Schemm:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended January 3, 2025
Segment Review, page 51

1. We note your disclosure of an Adjusted EBITDA measure which is
calculated as the
 sum of the segment Adjusted EBITDA measures less unallocated corporate
expenses.
 Please note that the total of any segment profitability measures outside
the required
 ASC 280 disclosure in the notes to the financial statements represents a
non-GAAP
 financial measure and should be accompanied by appropriate disclosure
under Item
 10(e) of Regulation S-K. In addition, the measure must comply with our
guidance on
 Non-GAAP financial measures which includes the prohibition on excluding
normal
 recurring operating expenses from a Non-GAAP profitability measure. See
Question
 100.01 of the SEC Staff s Compliance & Disclosure Interpretations on
Non-GAAP
 Financial Measures. Please revise accordingly.
 December 15, 2025
Page 2

Note 1. Description of the Business, Basis of Presentation and Summary of
Significant
Accounting Policies
Non-GAAP Financial Measures, page 86

2. We note your disclosure in Note 1 of a Non-GAAP Financial Measure titled
Total
 Adjusted EBITDA which appears to relate to the consolidated, or total
Adjusted
 EBITDA measure disclosed in your segment disclosure in Note 20. Please
note that
 presentation of a total or consolidated Adjusted EBITDA amount, other
than in the
 reconciliation of the sum of the reportable segments Adjusted EBTIDA
measures to
 your consolidated income before taxes, would be the presentation of a
non-GAAP
 financial measure that is not permitted in the notes to the financial
statements under
 Item 10(e)(ii)(C). In this regard, we note that ASC 280-10-50-28A allows
for
 disclosure of a second segment profitability measure even if considered
non-GAAP,
 however it must be a measure of segment profitability and not a
consolidated
 measure. As discussed in the comment on Note 20 below, the measure of
total
 Adjusted EBITDA is not consistent with the guidance in ASC 280 and it
would not be
 allowed in the notes to the financial statements. Please revise your
disclosure in Note
 20 and removed the disclosure in Note 1 referring to this Total Adjusted
EBITDA
 measure.
Note 20. Segment Information, page 112

3. We note your disclosure in Note 20 of each segment s profitability
measure of
 Adjusted EBITDA. We further note that you disclose a total for these
amounts less
 unallocated corporate expenses to arrive at a total Adjusted EBITDA
amount. This
 amount is reconciled to net income immediately prior to the disclosure.
Please note
 that ASC 280-10-50-30(b) requires a reconciliation which begins with the
total of the
 reportable segment profitability measures and reconciles to your
consolidated income
 before income taxes and discontinued operations. In providing this
reconciliation,
 unallocated corporate expenses would be considered a reconciling item
below the
 total of segment Adjusted EBITDA. Please revise your reconciliation
accordingly.
 See example of a reconciliation in ASC 280-10-55-48.
4. We note that on page 114 you disclose the other segment items for each
of your three
 reportable segments and include a line for unallocated corporate
expenses to arrive at
 a total for these amounts. Please note that presentation of this total
is not consistent
 with the guidance in ASC 280 and should be removed as it represents a
non-GAAP
 financial measure. Additionally, we note that you do not present
significant segment
 expenses in your disclosure and instead disclose that individual
expenses are not a
 primary focus in segment-level decision-making as the CODM relies on
adjusted
 EBITDA as the key financial metric for assessing performance and
allocating
 resources across segments. Please revise to include disclosure of the
nature of the
 expense information the chief operating decision maker uses to manage
operations as
 required by ASC 280-10-50-26C.
 December 15, 2025
Page 3

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at
202-551-3629
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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United States securities and exchange commission logo
September 14, 2020
Scott Humphrey
Chief Financial Officer and Treasurer
Fox Factory Holding Corp.
6634 Hwy 53
Braselton GA 30517
Re:Fox Factory Holding Corp.
Form 10-K for the Fiscal Year Ended January 3, 2020
Filed March 3, 2020
File No. 001-36040
Dear Mr. Humphrey:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Document

6634 Hwy 53

Braselton, GA 30517

1.800.349.7469

RIDEFOX.COM

August 25, 2020

Via EDGAR and Email

Charles Eastman

Office of Manufacturing

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, North East

Washington, D.C. 20549-3561

Re: Fox Factory Holding Corp.

Form 10-K for the Fiscal Year Ended January 3, 2020

File No. 001-36040

Dear Mr. Eastman:

 On behalf of Fox Factory Holding Corp. (the “Company”), set forth below is a response to the additional comments provided by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated July 29, 2020, relating to the above-captioned Annual Report on Form 10-K for the year ended January 3, 2020, filed with the Commission on March 3, 2020 (the “Form 10-K”). For your convenience, we have set forth the Staff’s comment in bold, italic typeface with each subsection lettered for ease of reference, followed by the Company’s response. References to “FOX,” “we,” “our” and “Registrant” refer to the Company. All other terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Form 10-K.

We appreciate the opportunity to continue our dialogue with the Staff, and we also appreciate the Staff’s extension of the deadline to reply to your July 29 letter as the undersigned transitioned into the role of Chief Financial Officer (“CFO”). The Company will address each of the Staff’s comments below. Before doing so however, the Company respectfully affirms its position that based on the facts and circumstances considered in our assessment, the Company’s current disclosure as one operating and reportable segment consistent with the principles of ASC 280 remains appropriate. As the Staff knows, central to the ASC 280 analysis is a “management approach” that is intended to inform financial statement users about the way an issuer makes operating decisions and assesses performance. The single-segment approach we have adopted is intended to provide those insights to financial statement users in the same way that management views our business.

Our chief operating decision maker (“CODM”) is our Chief Executive Officer (“CEO”). Our CEO regularly reviews our operating results to make resource decisions and assess the performance of the business. These operating results include disaggregated sales information for the Company’s Specialty Sports Group (“SSG”) and Powered Vehicles Group (“PVG”) and consolidated gross margin, expense, and profitability information. Key operating decisions impacting the performance of the Company are made by our CEO as evidenced, for example, by the authorization limits on his direct reports, including the SSG and PVG Presidents. Furthermore, the Company’s compensation arrangements for the CEO and his direct reports are based on consolidated Company performance.

6634 Hwy 53

Braselton, GA 30517

1.800.349.7469

RIDEFOX.COM

Form 10-K for the Fiscal Year Ended January 3, 2020

Notes to Consolidated Financial Statements

Note 1: Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies

Segments, page 77

1.We note your responses to comments 1 and 2 in our letter dated June 18, 2020.  Please address the following:

(a)Provide us with additional details about your management structure and how your company is organized.  In your response, expand on your description of PVG and SSG.

As the CODM, our CEO has general charge and management of the affairs, property and business of the corporation, under the oversight, and subject to the review and direction, of the Board of Directors (the “Board”). In this role, the CEO is responsible for allocating resources and assessing performance of the business as a whole. The executive management team that reports into the CODM is based in the United States and Canada with the majority of the team based at the Company’s headquarters in Braselton, GA.  The executive management team consists of officers of global functional areas, namely, the undersigned as CFO, Chief Information Officer (“CIO”), General Counsel, and Chief Human Resources Officer (“CHRO”), and the Presidents of SSG and PVG.

SSG and PVG are primarily organized around the end-use application of products. SSG predominantly focuses on suspension and components for bicycles. PVG predominantly focuses on suspension, components, and upfitting solutions for motorized vehicles including on-road vehicles with and without off-road capabilities, off-road vehicles and trucks, side-by-side vehicles, all-terrain vehicles, snowmobiles, specialty vehicles and applications, motorcycles and commercial trucks. The suspension and component businesses share a common technology base and marketing strategy, but service different OEM customers and operate in different geographies, primarily based on the OEM’s manufacturing locations. The SSG and PVG group presidents are primarily focused on revenue, including the engineering necessary to design our products into the customer’s models, but not necessarily the broader product technology.

The business function of the President of Motorsports and Commercial and Specialty Vehicles (“MCSV”) is described in 1(b) below.

As a result of the geographic diversity of our operations, functional area personnel may be embedded within the groups, including information technology, human resources, finance, and legal. However, such personnel do not report into the PVG and SSG Presidents. Instead, these functional areas report into the CIO, CHRO, CFO, and General Counsel, respectively, who then report directly to the CEO.

6634 Hwy 53

Braselton, GA 30517

1.800.349.7469

RIDEFOX.COM

(b)Expand on your description of the roles and responsibilities of your CODM, the PVG and SSG group presidents, and the president of motorsports and commercial and specialty vehicles. In your response, describe in further detail the limitations of the PVG and SSG group presidents’ decision-making authority over certain items that contribute to their group’s performance

The CODM is our CEO. In this role, the CEO is responsible for allocating resources and assessing performance of the business as a whole. With high-level oversight and strategic direction from the Board, strategic and operational goals are defined by the CEO, and formalized and approved along with the annual budget. Performance against the budget and operational goals is monitored by our CEO at the consolidated level.

The PVG and SSG Presidents, along with the CEO’s functional direct reports, are charged with executing on the operating decisions of the CEO to achieve the consolidated performance goals of the business. The Presidents of PVG and SSG each have direct reports with product, operational, marketing, sales, and certain engineering responsibilities. As described in greater detail below, our CEO is intimately involved in all key operating decisions, including approving the operating budget, approving the capital budget and making significant capital expenditures, hiring and firing key personnel, making key technology decisions, managing the supply chain and production, implementing key marketing and branding strategies, expanding into new markets or launching new products, entering into significant customer contracts, undertaking mergers and acquisitions, and allocating capital. The SSG and PVG Presidents have very limited discretion to undertake these kinds of activities independently without the CEO’s consent. Resource allocations are communicated to the CEO’s direct reports through an annual goal-setting process that is consolidated into an overall, corporate plan for the fiscal year, and monitored through regular meetings between the CEO and his direct reports and review of consolidated financial results.

The role of President of MCSV was created in February 2019 to enhance customer service for our motorsport customers, develop new business opportunities, and strengthen strategic relationships with key customers. For the fiscal year ended January 3, 2020, the activities of MCSV represented less than 1% of consolidated sales, gross profit, and operating expenses of the Company. In July of 2020, the employee serving as President of MCSV transitioned to a strategic advisor reporting to the CEO. Supervisory and operational responsibilities previously performed by the President of MCSV are being transitioned to other personnel in PVG.

Additional details regarding limitations of the PVG and SSG Presidents’ decision-making authority is included in our response to the Staff’s comment 1(c) below.

6634 Hwy 53

Braselton, GA 30517

1.800.349.7469

RIDEFOX.COM

(c)Describe the key operating Decisions, who makes these decisions, and provide us with additional details about how performance is assessed and how resources are allocated within your business.

•The CODM assesses the performance of the Company through review of disaggregated sales information for PVG and SSG, consolidated gross margin, consolidated operating expenses (primarily expressed as a percentage of sales), consolidated net income and net income per share, and consolidated adjusted EBITDA and EBITDA margin. The CODM also assesses performance using consolidated non-GAAP measures related to gross margin, operating expenses, and net income per share. Using this financial information, the CEO makes key operating decisions, examples of which are provided below.

•Approval of the Annual Budget: The CEO approves the annual budget.  Additional discussion of the annual budget process is included in the Company’s response to the Staff’s comment 1(d) below.

•Capital Expenditures: The Company’s annual capital budget is approved by the CEO in consideration of the Company’s strategic objectives, compliance with bank covenants, and reasonableness of the ratio of capital investments to consolidated revenue. Specific projects in any operational or functional area must meet a return on investment hurdle established for the Company as a whole, and require CEO approval for projects over $200,000. In the context of the Company’s capital expenditures of $53.5 million for the fiscal year ended January 3, 2020, the CEO’s approval of purchases over $200,000 evidence that the CEO is the decision maker for the types of purchases that drive the performance of the Company.

•Employment Matters: The Company’s hiring policies require the approval of the CHRO, CFO, and the CEO for any new hires at and above the Director level, and approval of any professional position, regardless of level if it is not part of the annual approved budget. These approval requirements limit the CEO’s direct reports ability to make key senior management decisions impacting Company performance.

•Technology: Larger IT projects, such as our implementation of the Oracle ERP system across several sites, are managed by an IT Steering Committee including members of the corporate management team, including the CIO, and representatives from the relevant sites. Decisions to “go-live” on these projects are approved by the IT Steering Committee.  Decisions to deploy capital to these projects are approved in accordance with the Company’s capital expenditures policy described in 1(c)(3) above. The involvement of the CIO in the IT Steering Committee and the expenditure approval requirements described above limit the CEO’s direct reports’ ability to make key technology decisions impacting the performance of the Company. Additionally, investments in product technologies that benefit all suspension products, such as LiveValve, are approved and monitored by the CEO.

6634 Hwy 53

Braselton, GA 30517

1.800.349.7469

RIDEFOX.COM

•Supply Chain and Production Management: The CEO is actively involved in developing solutions to improve efficiency and quality, maintaining supplier relationships, and monitoring and responding to supply chain risks and opportunities. Examples of such efforts led by the CEO include the recent launch of a new automation and robotics initiative and the sourcing of new electronic sensor technologies. The efforts impact all manufacturing locations.

•Marketing and Brand Strategy: The CEO makes key operating decisions pertaining to marketing and brand strategy, including new product launch, channels, pricing, and the use of the FOX brand and the Company’s other trade names. For example, in 2020, the Company developed additional e-commerce platforms at the direction of the CEO. The CEO approved the capital expenditures as previously described, limiting the CEO’s direct reports’ ability to make these decisions.

•Customer Relationships: The CEO is actively involved in customer negotiations, as well as maintaining key customer relationships throughout the business. The Company’s Customer Contract Policy limits the PVG and SSG Presidents’ approval of customer contracts at $5,000,000 in annual sales volume, noting however, the SSG and PVG Presidents have no authority to approve of customer credit decisions as those are approved through a finance personnel matrix reporting up to the CFO.

•Mergers and Acquisitions: CEO approval is required for acquisitions regardless of cost. The CEO’s direct reports are not permitted to make acquisition decisions unilaterally.

•Capital and Liquidity: Capital structure decisions, such as our common stock offering and credit agreement amendments executed in 2020, require the approval of the CEO, with Board oversight. The PVG and SSG Presidents are not permitted to make key treasury or capital decisions.

6634 Hwy 53

Braselton, GA 30517

1.800.349.7469

RIDEFOX.COM

(d)Expand on your discussion of how adjustments are made to the budget based on the CODM’s review, and how such adjustments are discussed and assigned among the CODM’s direct reports. Also, tell us whether the CODM is involved in assigning the adjustments to the budget among the various groups, and if so, what, if any, financial information is reviewed or discussed in assigning such adjustments.

The CODM’s review of the budget includes disaggregated sales information for PVG and SSG, consolidated gross margin, consolidated operating expenses (primarily expressed as a percentage of sales), and consolidated net income and net income per share. The CODM also reviews the consolidated non-GAAP measures related to gross margin, operating expenses, adjusted net income per share, EBITDA and EBITDA margin.  Based on this review, the CEO assigns adjustments to align the proposed budget with the CEO’s goals and objectives. For sales, the CEO assigns adjustments at the group level based on consultation with the PVG and SSG Presidents. For expenses, the CEO does not assign expense adjustments at the group level as group level expenses are not included in the budget information submitted for review.  Rather, expense adjustments are quantified and communicated by the CEO at the consolidated level. For example, the CEO may communicate the consolidated operating expense goal as a percentage of consolidated sales or consolidated gross margin. The CFO engages with the CEO’s direct reports to assign expense adjustments to operational or functional cost centers as needed to meet consolidated targets. The CEO’s direct reports, including the PVG and SSG presidents, are charged with executing on these tasks.

(e)Describe the basis for determining the compensation for the PVG and SSG group presidents, and the president of motorsports and commercial and specialty vehicles. In your response, also provide additional details about why the SSG and PVG presidents’ employment agreements include an incentive compensation agreement based on Group Target Adjusted EBITDA, and if this measure was used for determining compensation in prior periods, tell us what changed to cause the use of Company Adjusted EBITDA on a consolidated basis.

As direct reports of the CEO, the basis for determining the compensation for the PVG, SSG, and

United States securities and exchange commission logo
July 29, 2020
John E. Blocher
Interim Chief Financial Officer
Fox Factory Holding Corp.
6634 Hwy 53
Braselton GA 30517
Re:Fox Factory Holding Corp.
Form 10-K for the Fiscal Year Ended January 3, 2020
Filed March 3, 2020
Response dated July 1, 2020
File No. 001-36040
Dear Mr. Blocher:
            We have reviewed your July 1, 2020 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 18, 2020 letter.
Form 10-K for the Fiscal Year Ended January 3, 2020
Notes to Consolidated Financial Statements
Note 1: Description of the Business, Basis of Presentation and Summary of Significant
Accounting Policies
Segments, page 77
1.We note your responses to comments 1 and 2 in our letter dated June 18, 2020.  Please
address the following:

•Provide us with additional details about your management structure and how your
company is organized.  In your response, expand on your description of PVG and
SSG.

 FirstName LastNameJohn E. Blocher
 Comapany NameFox Factory Holding Corp.
 July 29, 2020 Page 2
 FirstName LastNameJohn E. Blocher
Fox Factory Holding Corp.
July 29, 2020
Page 2
•Expand on your description of the roles and responsibilities of your CODM, the PVG
and SSG group presidents, and the president of motorsports and commercial and
specialty vehicles.  In your response, describe in further detail the limitations of the
PVG and SSG group presidents’ decision-making authority over certain items that
contribute to their group’s performance.
•Describe the key operating decisions, who makes these decisions, and provide us
with additional details about how performance is assessed and how resources are
allocated within your business.
•Expand on your discussion of how adjustments are made to the budget based on the
CODM’s review, and how such adjustments are discussed and assigned among the
CODM’s direct reports.  Also, tell us whether the CODM is involved in assigning the
adjustments to the budget among the various groups, and if so, what, if any, financial
information is reviewed or discussed in assigning such adjustments.
•Describe the basis for determining the compensation for the PVG and SSG group
presidents, and the president of motorsports and commercial and specialty vehicles.
In your response, also provide additional details about why the SSG and PVG
presidents’ employment agreements include an incentive compensation agreement
based on Group Target Adjusted EBITDA, and if this measure was used for
determining compensation in prior periods, tell us what changed to cause the use of
Company Adjusted EBITDA on a consolidated basis.
2.You state in your responses to comments 1 and 2 that the CODM “is provided with
budgets and income statements that consolidate margins and income from operations…”
You also state that the “[f]inancial information provided to the CODM includes budgeted
and actual income statements, including a breakdown of revenue by operating group, but
consolidating margins and income from operations.”  Please clarify how these budgets and
income statements “consolidate margins and income from operations” and what the
reference to “consolidating margins” represents.  If these budgets and income statements
provided to the CODM include lower level information (e.g., SSG or PVG) that rolls up
into consolidated amounts, describe the lower level information and how it is used by the
CODM.
3.You state in your responses to comments 1 and 2 that operating expenses are available for
PVG and SSG, and it appears that some expense information for SSG and PVG is
communicated to the CEO through weekly dashboard reports for SSG and PVG, such as
freight and scrap expense.  Please tell us what profitability and/or expense information for
SSG and PVG is received by the CODM or the Board of Directors, the frequency that
such information is provided, and how such information is used by the CODM and/or the
Board of Directors.

 FirstName LastNameJohn E. Blocher
 Comapany NameFox Factory Holding Corp.
 July 29, 2020 Page 3
 FirstName LastName
John E. Blocher
Fox Factory Holding Corp.
July 29, 2020
Page 3
            You may contact Charles Eastman, Staff Accountant, at 202-551-3794 or Martin James,
Senior Advisor, at 202-551-3671 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Document

Squire Patton Boggs (US) LLP

1230 Peachtree Street, NE

Suite 1700

Atlanta, Georgia  30309

Tel:       +1 678 272 3200

Fax:      +1 678 272 3211

squirepattonboggs.com

July 1, 2020

Via EDGAR, Email and Federal Express

Charles Eastman

Office of Manufacturing

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, North East

Washington, D.C. 20549-3561

Re: Fox Factory Holding Corp.

Form 10-K for the Fiscal Year Ended January 3, 2020

File No. 001-36040

Dear Mr. Eastman:

 On behalf of Fox Factory Holding Corp. (the “Company”), set forth below is a response to the comments provided by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated June 18, 2020, relating to the above-captioned Annual Report on Form 10-K for the year ended January 3, 2020, filed with the Commission on March 3, 2020 (the “Form 10-K”).  For your convenience, we have set forth the Staff’s comment in bold, italic typeface with each subsection lettered for ease of reference, followed by the Company’s response.  References to “FOX,” “we,” “our” and “Registrant” refer to the Company.  All other terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Form 10-K.

Form 10-K for the Fiscal Year Ended January 3, 2020

Notes to Consolidated Financial Statements

Note 1: Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies

Segments, page 77

1.We note your disclosure that you have one single operating and reportable segment but also note your discussions of your Powered Vehicle Group, or PVG, and Specialty Sports Group, or SSG, in other sections of the filing and in your investor presentations. Further, we note from your website that each of these groups is headed by a group president. To help us better understand your conclusions on your segment determination and reporting, please address the following:

a)Explain to us the factors you considered in concluding that you continue to operate as one operating and reportable segment pursuant to ASC 280-10-50.

The Company evaluates its operations for segment reporting purposes pursuant to ASC 280-10-50, which defines an operating segment as a component of a public entity that has all of the following characteristics: (a) it engages in business activities from which it in may earn revenues and incur expenses (including revenue and expenses relating to transactions with other components of the same public entity), (b) its operating results are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and (c) its discrete financial information is available.

The Company considers all of its operations to constitute one operating segment as the CODM, Michael Dennison, Chief Executive Officer (“CEO”), is provided with budgets and income statements that consolidate margins and income from operations and include a breakdown of revenue by operating group.  The Board of Directors (the “BOD”), which approves the annual operating budget, is provided with information at the same level of detail as that which is reviewed by the CODM, excluding profit margin and profit by group or product line.

The discrete financial information provided to the CODM and the BOD for decision making purposes, as discussed above, is considered most relevant based on the fact that many of the functions within the Company are blended, including components of operations and engineering, as well as finance, legal, IT and human resources.  For example, the Company’s recently introduced Live-valve products, engineered by FOX and considered novel in the market, are being incorporated in both Specialty Sport (“SSG”, formerly “Bike”) and Powered Vehicle (“PVG”) products and are part of a strategic, long-term emphasis on  electronic suspension technologies that can be deployed across product groups. The Company notes that Michael Dennison has served as the Company’s CEO since June 2019 and, at his direction, the Company is working on additional efficiency initiatives, primarily in the procurement and supply chain functions, which reflect the CODM’s strategic focus on centralization of certain functions.

In addition to the information regularly received and reviewed by the CODM, the Company considered that financial forecasts and assumptions provided by management in investor presentations are consistently at the consolidated level and supplemented by disaggregated revenue by operating group.  Furthermore, results presented to the BOD are in a format consistent with the Company’s consolidated financial reporting disclosures.

The Company also considered whether the respective PVG and SSG group presidents could be considered part of a group of individuals who perform a similar function of allocating resources and assessing performance.  The group presidents are directly accountable to the CEO for the sales and operations of their respective groups, yet have limitations on their decision-making authority over costs, resources, hiring, employment matters and agreements that contribute to their group’s performance. For instance, the Company has formal authorization limits that define the authority the group presidents have, and transactions outside these authority limits require the CEO’s approval. The CEO alone also retains ultimate decision-making authority related to hiring and employee matters and information technology strategy.  The CEO is the highest level of management within the Company at which overall resource allocation decisions are made and is the ultimate decision maker in this regard.

b)Discuss your assessment of whether your PVG and SSG groups represent business reporting units or operating segments, and address any aggregation you apply in reaching your one operating segment conclusion.

For the purposes of applying ASC 280-10-50, the Company concluded that PVG and SSG are not operating segments.  ASC 280-10-50-1 requires that an operating segment’s “operating results are regularly reviewed by the public entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance”.  As discussed in response to the Staff’s question in 1(a) above, the Company believes such criteria is not met when applied to SSG and PVG.  See the Company’s response to the Staff’s question 3(a) below for a discussion of reporting units.

c)Tell us how you considered the significant differences in annual revenue grow rates between the two groups and any differences in gross margins when applying any such aggregation guidance.

As noted in response to the Staff’s questions in 1(a) and (b) above, the Company does not believe that SSG and PVG are two operating segments that are aggregated into one reportable segment.  Accordingly, the aggregation criteria does not apply.  In the context of goodwill analysis, please refer to the Company’s response to the Staff’s question 3(a) below for additional discussion regarding the economic characteristics of SSG and PVG.

d)Describe the level of financial information available for PVG and SSG beyond revenues, including what costs are allocated and what costs are not allocated to each group.

Financial information provided to the CODM includes budgeted and actual income statements, including a breakdown of revenue by operating group, but consolidating margins and income from operations.

Below the level of the CODM and the BOD, financial information, including gross margin and operating expenses, is available for both PVG and SSG.  However, the information regarding operating expenses available for PVG and SSG does not include certain operating expenses that are not allocated.  These expenses include insurance, legal, and certain information technology, finance, human resources, depreciation and amortization.  The Company does not allocate these charges to PVG and SSG on the basis that the net income or EBITDA by group is not used in compensation decisions (see also the Company’s response to the Staff comment 2(e) below for additional discussion) or other performance measurements and does not reflect the CEO’s strategic focus on centralization of certain functions.  Furthermore, the Company believes such allocation would be arbitrary due to the blended nature of these functions.

2.In addition, please also address the following:

a)Provide us with an organizational chart of your senior management team that shows your CEO and each of his direct reports along with a brief description of their primary areas of responsibilities.

See Appendix 1 to the attached letter, which sets forth the Company’s organization chart reflecting the Company’s senior management team, which includes the CEO and each of his direct reports, along with brief description of their primarily areas of responsibility.

b)Tell us how often the CODM meets with his direct reports, the financial information the CODM reviews to prepare for those meetings, the financial information discussed in those meetings, and who else attends those meetings.

The CEO (who as referenced above serves as the Company’s CODM) holds a bi-weekly executive staff meeting with his direct reports as shown in Appendix 1, as well as the Executive Vice President SSG, as an optional attendee.  The meeting is a roundtable format in which each direct report provides an update on his or her respective areas and key project status, including human resources, information technology, legal, financial, PVG group, and SSG group.  When monthly financial results are discussed, the Interim Chief Financial Officer presents a consolidated income statement summary, including GAAP as well as certain non-GAAP metrics consistent with those disclosed in the Company’s earnings releases.  Revenues may be disaggregated to show PVG and SSG.  Cash flow and balance sheet metrics, when presented, are presented at the consolidated level.  The updates provided by the PVG and SSG presidents primarily focus on sales and initiatives to further scale the business, for instance the status of the Company’s ongoing construction of a manufacturing facility in Georgia.  The measures used to evaluate the performance of the group presidents are also communicated to the CEO through weekly dashboard reports for SSG and PVG.  These reports include numerous key performance indicators, including sales, backlog, accounts receivable and payment metrics, on-time delivery, units produced, inventory, and freight and scrap expense.  Gross profit and total operating expenses are not included.  The types of data included in these reports reflect the CEO’s focus on monitoring the Company’s ability to scale its operations and meet customer demand, rather than a focus on group profitability.

On a quarterly basis, in coordination with the preparation of materials provided to the BOD, a more fulsome set of financial statement information is provided to the CEO, which includes a GAAP and non-GAAP consolidated income statement, consolidated balance sheet summary and ratio analysis, consolidated gross margin and cost of sales trends, capital expenditures, and consolidated cash flow summary.  Additionally, revenues by product line (which further disaggregates PVG and SSG into more granular product lines) are also included.

c)Explain how budgets are prepared, who approves the budget at each step of the process, the level of detail discussed at each step, and the level at which the CODM makes changes to the budget.

The preparation of the Company’s annual operating budget originates at the site/plant level.  Preliminary budgets are aggregated and reviewed by group management, including PVG and SSG presidents.  The CODM is provided with consolidated income statement data, as well as revenues for each of PVG and SSG.  Based upon the CODM review of the budget, as a whole, adjustments will be made to align the consolidated budget with the CODM’s goals and objectives.  These adjustments are then discussed and assigned among the CODM’s direct reports, as appropriate.  Changes to the budget are processed and, depending upon the magnitude of the changes, presented again to the CODM. After one or more iterations of this process, the CODM approves the annual operating budget. The annual operating budget is then presented to the BOD for final approval.

d)Describe the level of detail communicated to the CODM when actual results differ from budgets and who is involved in meetings with the CODM to discuss budget-to- actual variances.

Communications with the CODM regarding financial results and budget-to-actual variances take place primarily in executive staff meetings as discussed in response to the Staff’s question 2(b) set forth above.  The Interim Chief Financial Officer presents budget-to-actual analysis for the income statement at the same level of detail as the format presented in external filings, as well as disaggregated revenues for PVG and SSG.

e)Explain to us the components of the Group Target Adjusted EBITDA discussed on page 44 of your proxy that is used in determining the compensation of the presidents of PVG and SSG.

The Company’s most recent definitive proxy statement, filed on March 25, 2020 (the “Proxy Statement”), includes a summary of the Company’s employment agreements with the SSG and PVG presidents, noting that these agreements include an incentive compensation arrangement based on Group Target Adjusted EBITDA.  However, as discussed on page 44 of the Proxy Statement, Group Target Adjusted EBITDA was not used by the Compensation Committee of the BOD in determining incentive compensation.  Rather, the Group Performance Bonus (as defined in the Proxy Statement) was calculated using the Company adjusted EBITDA on a consolidated basis, as the Compensation Committee of the BOD, in consultation with the Company’s Chief Human Resources Officer and CEO, believed that the significance and complexities surrounding allocation of shared costs as well as the CEO’s strategic focus on centralization of certain functions justified such a method for calculating the incentive compensation for the presidents of PVG and SSG.  The Company also notes that, while the fiscal year 2020 incentive compensation targets have not yet been formally approved by the Compensation Committee due to the evolving nature of the COVID-19 impact on the business, the Company’s draft proposals exclude a Group Target Adjusted EBITDA metric.

3.Describe to us the reporting units used to assess impairment of goodwill in your latest impairment tests. Tell us how you considered PVG and SSG in reaching that conclusion. Please refer to ASC 350-20-35-33 through 38.

The Company believes that each of SSG and PVG are potential reporting units because their discrete financial information (excluding certain costs that are not allocated as discussed in response to the Staff’s question in 1(d) above) is reviewed at a management level just below the CODM for purposes of monitoring the business.  The discrete financial information used by the group presidents to monitor performance is not used by the CODM or the BOD for decision making purposes because of the blended technologies and functions within the Company as previously discussed.

Managers of other operations within the two groups, such as the Company’s acquired subsidiaries, report to the group presidents, rather than the CODM.  Accordingly, such managers are not considered segment management, as defined in ASC 350-20-55-5. The group presidents are the segment management and are accountable for the SSG and PVG units as a whole.

After concluding that the Company has only two potential reporting units, the Company considered whether, based upon the similar economic characteristics of the PVG and SSG, the groups should be aggregated

United States securities and exchange commission logo
June 18, 2020
John E. Blocher
Interim Chief Financial Officer
Fox Factory Holding Corp.
6634 Hwy 53
Braselton GA 30517
Re:Fox Factory Holding Corp.
Form 10-K for the Fiscal Year Ended January 3, 2020
Filed March 3, 2020
File No. 001-36040
Dear Mr. Blocher:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 3, 2020
Notes to Consolidated Financial Statements
Note 1: Description of the Business, Basis of Presentation and Summary of Significant
Accounting Policies
Segments, page 77
1.We note your disclosure that you have one single operating and reportable segment but
also note your discussions of your Power Vehicle Group, or PVG, and Specialty Sports
Group, or SSG, in other sections of the filing and in your investor presentations. Further,
we note from your website that each of these groups is headed by a group president. To
help us better understand your conclusions on your segment determination and
reporting, please address the following:

•Explain to us the factors you considered in concluding that you continue to operate
as one operating and reportable segment pursuant to ASC 280-10-50.

 FirstName LastNameJohn E. Blocher
 Comapany NameFox Factory Holding Corp.
 June 18, 2020 Page 2
 FirstName LastNameJohn E. Blocher
Fox Factory Holding Corp.
June 18, 2020
Page 2
•Discuss your assessment of whether your PVG and SSG groups represent business
reporting units or operating segments, and address any aggregation you apply in
reaching your one operating segment conclusion.
•Tell us how you considered the significant differences in annual revenue grow rates
between the two groups and any differences in gross margins when applying any such
aggregation guidance.
•Describe the level of financial information available for PVG and SSG beyond
revenues, including what costs are allocated and what costs are not allocated to each
group.

2.In addition, please also address the following:

•Provide us with an organizational chart of your senior management team that shows
your CEO and each of his direct reports along with a brief description of their
primary areas of responsibilities.
•Tell us how often the CODM meets with his direct reports, the financial information
the CODM reviews to prepare for those meetings, the financial information discussed
in those meetings, and who else attends those meetings.
•Explain how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed at each step, and the level at which the CODM
makes changes to the budget.
•Describe the level of detail communicated to the CODM when actual results differ
from budgets and who is involved in meetings with the CODM to discuss budget-to-
actual variances.
•Explain to us the components of the Group Target Adjusted EBITDA discussed on
page 44 of your proxy that is used in determining the compensation of the presidents
of PVG and SSG.

3.Describe to us the reporting units used to assess impairment of goodwill in your
latest impairment tests. Tell us how you considered PVG and SSG in reaching that
conclusion. Please refer to ASC 350-20-35-33 through 38.

             In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameJohn E. Blocher
 Comapany NameFox Factory Holding Corp.
 June 18, 2020 Page 3
 FirstName LastName
John E. Blocher
Fox Factory Holding Corp.
June 18, 2020
Page 3
            You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Martin James,
Senior Advisor, at (202) 551-3671 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3561

September 14, 2017

Zvi Glasman
Chief Financial Officer
Fox Factory Holding Corp.
915 Disc Drive
Scotts Valley, California 95066

Re: Fox Factory Holding Corp .
 Form 10-K for  Fiscal Year Ended December 30, 2016
Filed March 1, 2017
File No. 001 -36040

Dear M r. Glasman:

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Lyn Shenk for

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		Document

 Squire Patton Boggs (US) LLP

E. Fourth St., Suite 2900

Cincinnati, Ohio  45202

O +1 513 361 1200

F +1 513 361 1201

squirepattonboggs.com

Toby D. Merchant

T +1 513 361 1229

toby.merchant.squirepb.com

September 8, 2017

Via EDGAR, Email and Federal Express

Melissa Raminpour

Branch Chief

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, North East

Washington, D.C. 20549-3561

Re:

 Fox Factory Holding Corp.

Form 10-K for the Fiscal Year Ended December 30, 2016

Form 8-K furnished May 3, 2017

File No. 001-36040

Dear Ms. Raminpour:

On behalf of Fox Factory Holding Corporation (the “Company”), set forth below is a response to the comments provided by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated July 25, 2017, relating to the above-captioned Form 10-K for the Year Ended December 31, 2016 filed with the Commission on March 1, 2017 (the “Form 10-K”) and Form 8-K furnished to the Commission on May 3, 2017 (the “Form 8-K”).  For your convenience, we have set forth the Staff’s comments in bold, italic typeface followed by the Company’s response.  References to “we,” “our” and “Registrant” refer to the Company.  All other terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Form 10-K.  All responses are those of the Company only.

Form 10-K for the Fiscal Year Ended December 30, 2016

Management’s Discussion & Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 42

1.

 We note your disclosure on page 34 that effective in 2016, you restructured the majority of your international operations to allow for deferral of taxes on indefinitely reinvested international earnings. We also note from your disclosure on page 80 of the notes to the financial statements that you had approximately $20.8 million of permanently reinvested unremitted earnings of Fox Switzerland. Please revise your liquidity section of MD&A to indicate the amount of cash and cash equivalents held outside the United States. In addition, please revise your liquidity disclosures to address the potential tax implications of repatriation.

We confirm that we will comply with the Staff’s comment by revising our disclosure in future filings to include additional disclosures in our liquidity section that indicate the amount of cash and cash equivalents held outside the United States and potential tax implications of repatriation. In our next Quarterly Report on Form 10-Q, we will include in our liquidity section of MD&A additional disclosure substantially similar to the following:

“As of June 30, 2017, we held $17.7 million of our $43.1 million of cash and cash equivalents in accounts of our subsidiaries outside of the US for which we have asserted indefinite reinvestment of earnings.  Such subsidiaries are indebted to the US based operations for a total of $15.4 million, such that the Company's net indefinitely reinvested foreign cash position is $2.3 million.  Intercompany indebtedness can be remitted net of $2.0 million of foreign withholding tax, which can generally be credited toward certain US taxes payable, and thus would not result in incremental income tax expense.  We manage our foreign cash, intercompany payables and intercompany debt to provide a foreign currency hedge against US dollar-denominated trade receivable balances held by our Taiwan location.  Similar protections against currency fluctuations could be provided by derivative contracts, or alternate intercompany borrowing arrangements, should our liquidity requirements in the US result in acceleration of the payment of intercompany liabilities by our foreign subsidiaries.  We believe that the combination of our existing US cash and cash equivalent balances and future US operating cash flows are sufficient to meet our ongoing US operating expenses and debt repayment obligations for the foreseeable future.

If we should require more capital in the US than is generated by our domestic operations, for example to fund significant discretionary activities such as domestic business acquisitions and share repurchases, we could elect to repatriate future earnings from foreign jurisdictions, utilize our existing credit facility, or raise capital in the US through debt or equity issuances.  These alternatives could result in higher effective tax rates, increased interest expense or dilution of our earnings.  Repatriation could result in additional material US federal and state income tax payments in future years.  Such adverse consequences would occur, for example, if the transfer of cash into the US is taxed and no foreign tax credit is available to offset the US tax liability.”

Form 8-K furnished May 3, 2017

Exhibit 99.1

2.

 We note that your reconciliation of Adjusted EBITDA begins with pre-tax income. Please revise to reconcile the non-GAAP measure Adjusted EBITDA to net income which represents the most comparable GAAP measure. Refer to the guidance outlined in Question 103.02 of the Compliance and Disclosure Interpretations issued by the Division of Corporate Finance regarding Non-GAAP Financial Measures.

We confirm that we will comply with the Staff’s comment by revising our reconciliation of Adjusted EBITDA to begin with net income in future filings.

We hope that you will find the Company’s response to the comment of the Commission’s Staff satisfactory.  If further information regarding any aspect of this response letter is required, please contact the Company’s CFO, Zvi Glasman, at (714) 504-9968 or Toby D. Merchant at (513) 361-1229.

Sincerely,

Squire Patton Boggs (US) LLP

/s/ Toby D. Merchant

Toby D. Merchant

cc:

 Mr. Zvi Glasman, Fox Factory Holding Corp.

Mr. David Haugen, Fox Factory Holding Corp.

Mail Stop 3561

July 25, 2017

Zvi Glasman
Chief Financial Officer
Fox Factory Holding Corp.
915 Disc Drive
Scotts Valley, California 95066

Re: Fox Factory Holding Corp .
 Form 10-K for the Fiscal Year Ended December 30, 2016
 Form 8 -K furnished May 3, 2017
File No. 001 -36040

Dear M r. Glasman:

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and  circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 3 0, 2016

Management’s Discussion & Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 42

1. We note your disclosure  on page 34  that effective in 2016, you restructured the majority
of your international operations to allow for deferral of taxes on indefinitely reinvest ed
international earnings.  We also note from your disclosure on page 80 of the notes to the
financial statements that you had approximately $20.8 million of permanently reinvested
unremitted earnings of Fox Switzerland.  Please revise your liquidity secti on of MD&A
to indicate the amount of cash and cash equivalents held outside the United States.  In
addition, please revise your liquidity disclosures to address the potential tax implications
of repatriation .

Zvi Gl asman
Fox Factory Holding Corp .
July 25, 2017
Page 2

 Form 8 -K furnished May 3, 2017

Exhibit 99. 1

2. We note that your reconciliation of Adjusted EBITDA begins with pre -tax income.
Please revise to reconcile the non -GAAP measure Adjusted EBITDA to net income
which represents the most comparable GAAP measure.  Refer to the guidance outlined in
Question 103.02 of the Compliance and Disclosure Interpretations issued by the Division
of Corporation Finance regarding Non -GAAP Financial Measures.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Heather Clark at 202 -551-3624 or Claire Er langer at 202 -551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202 -551-3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leis ure

Mail Stop 3561
July 14, 2016

Zvi Glasman
Chief Financial Officer
Fox Factory Holding Corp.
915 Disc Drive
Scotts Valley, CA 95066

Re: Fox Factory Holding  Corp.
Form 10 -K for Fiscal  Year Ended December 31, 2015
Filed February 29, 2016
File No. 001-36040

Dear Mr. Glasman :

We have com pleted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons 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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk for

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		Document

Squire Patton Boggs (US) LLP

221 E. Fourth St., Suite 2900

Cincinnati, Ohio  45202

O +1 513 361 1200

F +1 513 361 1201

squirepattonboggs.com

Toby D. Merchant

T +1 513 361 1229

toby.merchant@squirepb.com

July 11, 2016

Via EDGAR and Federal Express

Andrew Mew

Senior Assistant Chief Accountant

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, North East

Washington, D.C. 20549-3561

Re:

 Fox Factory Holding Corp.

Form 10-K for the Year Ended December 31, 2015

Filed February 29, 2016

File No. 001-36040

Dear Mr. Mew:

On behalf of Fox Factory Holding Corporation (the “Company”), set forth below is a response to the comment provided by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated July 7, 2016, relating to the above-captioned Form 10-K for the Year Ended December 31, 2015 filed with the Commission on February 29, 2016 (the “Form 10-K”).  For your convenience, we have set forth the Staff’s comment in bold, italic typeface followed by the Company’s response.  References to “we,” “our” and “Registrant” refer to the Company.  All other terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Form 10-K.  All responses are those of the Company only.

Form 10-K for the year ended December 31, 2015

Notes to Consolidated Financial Statements

Note 15. Acquisitions, page 77

1.

 We note from your disclosure on page 78 that in connection with the December 2014 Race Face/Easton acquisition, you paid approximately $29,857 and have a potential earn-out opportunity of up to a maximum of approximately $14,063 contingent upon continued employment and the achievement of certain performance-based financial targets through October 2016. We also note that in November 2015, you entered into an agreement which guaranteed the earn-out payments payable in 2016 and 2017, subject to conditions including continued employment. In light of the continued employment contingencies, please explain to us how you accounted for this potential earn-out liability at the time of the acquisition in December 2014, as well as at the time of the amended agreement in November 2015.

The Company advises the Staff that the earn-out payments are subject to automatic forfeiture upon termination of the employment of the former majority shareholder.  Accordingly, the Company has accounted for the earn-out as compensation expense.  Prior to the November 2015 amendment, compensation expense was recorded over the first financial performance period that ended in October 2015, based on projected results at

each balance sheet date compared to the contractual target.  Following the November 2015 amendment, compensation expense has been recorded on a straight-line basis over the required time-based service period, which considers that employment is required through April 1, 2017.  In future periodic filings that require disclosure regarding the Race Face/Easton acquisition and related commitments, the Company will disclose that the earn-out payments are accounted for as compensation expense.

 In connection with this response to the Staff’s comment, please be advised that the Registrant acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filings, (ii) Staff comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filings and (iii) the Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that you will find the Company’s response to the comment of the Commission’s Staff satisfactory.  If further information regarding any aspect of this response letter is required, please contact Toby D. Merchant at (513) 361-1200.

Sincerely,

Squire Patton Boggs (US) LLP

/s/ Toby D. Merchant

Toby D. Merchant

Partner

cc:

 Zvi Glasman, Fox Factory Holding Corp.

David Haugen, Fox Factory Holding Corp.

Mail Stop 3561
July 7, 2016

Zvi Glasman
Chief Financial Officer
Fox Factory Holding Corp.
915 Disc Drive
Scotts Valley, CA 95066

Re: Fox Factory Holding Corp.
 Form 10-K for Fiscal  Year  Ended December 31, 2015
Filed February 29, 2016
File No. 001 -36040

Dear Mr. Glasman :

We have reviewed your filing an d have the following comment .  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 comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment appl ies to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

Notes to Consolidated Financial Statements

Note 1 5.  Acquisitions, page 77

1. We note from your disclosure on page 78 that  in connection with the December 2014
Race Face/Easton acquisition, you paid approximately $29,857 and have a potential earn -
out opportunity of up to a maximum of approximately $14,063 contingent upon
continued employment and the achievement of certain per formance -based financial
targets through October 2016.  We also note that in November 2015, you entered into an
agreement which guaranteed the earn -out payments payable in 2016 and 2017, subject to
conditions including continued employment.  In light of th e continued employment
contingencies, please explain to us how you accounted for this potential earn -out liability
at the time of the acquisition in December 2014, as well as at the time of the amended
agreement in November 2015.

Zvi Glasman
Fox Factory Holding Corp.
July 7, 2016
Page 2

 We urge all persons wh o are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange 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.

 In responding to our comment, please provide  a written statement from the company
acknowledging tha t:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact  Melissa Gilmore  at (202) 551 -3777  or Claire Erlanger at (202) 551 -
3301  with any questions.

Sincerely,

 /s/ Lyn Shenk for

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

CORRESP
1
filename1.htm

CORRESP

 FOX FACTORY HOLDING CORP.

915 Disc Drive

Scotts Valley, CA 95066

 August 5, 2013

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Attention:  Justin Dobbie, Esq.

   Legal Branch Chief

Re:
Fox Factory Holding Corp.

 Registration Statement on Form S-1

 Registration
No. 333-189841

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Fox Factory Holding Corp. (the “Registrant”) hereby respectfully requests that the
effectiveness of the Registration Statement on Form S-1 (File No. 333-189841) of the Registrant (as amended, the “Registration Statement”) be accelerated so that it will be
declared effective at 3:30 p.m., Washington D.C. time, on August 7, 2013 or as soon thereafter as may be practicable.

 The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant 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.

 The undersigned respectfully requests that
it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Paul Hastings LLP, by calling Stephen D. Cooke at (714) 668-6264. The Company hereby authorizes Mr. Cooke to orally modify or withdraw this
request for acceleration.

 Please also provide a copy of the Commission’s order declaring the Registration
Statement effective to Mr. Cooke via email to stephencooke@paulhastings.com or facsimile to (714) 668-7264 and via mail c/o Paul Hastings LLP, 695 Town Center Drive, Seventeenth Floor, Costa Mesa, CA 92626.

Sincerely,

FOX FACTORY HOLDING CORP.

By:

/s/ Larry L. Enterline

Larry L. Enterline

Chief Executive Officer

 cc: Stephen D. Cooke, Esq. (Paul Hastings LLP)

CORRESP
1
filename1.htm

CORRESP

 August 5, 2013

 Robert W. Baird & Co. Incorporated

 227 West Monroe Street, Suite 2100

Chicago, Illinois 60606

 William
Blair & Company, L.L.C.

 222 West Adams Street

 Chicago, Illinois 60606

 Piper Jaffray & Co.

345 Park Avenue, 12th Floor

 New York, New York
10154

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:  Justin
Dobbie, Esq.

   Legal Branch Chief

Re:
Fox Factory Holding Corp.

Registration Statement on Form S-1

 Filed July 29, 2013

 Registration No. 333-189841

 Ladies and Gentlemen:

 In connection with the above-captioned Registration Statement, we, the representatives of the several underwriters, wish to advise that between July 29, 2013 and the date hereof, 1990 copies of the
Preliminary Prospectus dated July 29, 2013 were distributed as follows:

•

 0 to prospective underwriters and dealers; and

•

 1391 to 1331 institutional investors; and

•

 599 to 599 individuals.

 The undersigned, as representatives of the several underwriters, has and will, and each underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as
amended, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:30 p.m., Washington, D.C. time, on August 7, 2013 or as soon thereafter as
practicable.

 [Signature page follows]

Very truly yours,

 ROBERT W. BAIRD & CO. INCORPORATED

 WILLIAM BLAIR & COMPANY, L.L.C.

 PIPER JAFFRAY & CO.

As representatives of the

 several
Underwriters

ROBERT W. BAIRD & CO. INCORPORATED

By:

/s/ Kurt M. Roth

Name:

Kurt M. Roth

Title:

Director

 [Signature Page to Underwriters’ Acceleration Request Letter]

Very truly yours,

 ROBERT W. BAIRD & CO. INCORPORATED

 WILLIAM BLAIR & COMPANY, L.L.C.

 PIPER JAFFRAY & CO.

As representatives of the

 several
Underwriters

WILLIAM BLAIR & COMPANY, L.L.C.

By:

/s/ James M. Bertram

Name:

James M. Bertram

Title:

Managing Director

 [Signature Page to Underwriters’ Acceleration Request Letter]

Very truly yours,

 ROBERT W. BAIRD & CO. INCORPORATED

 WILLIAM BLAIR & COMPANY, L.L.C.

 PIPER JAFFRAY & CO.

As representatives of the

 several
Underwriters

PIPER JAFFRAY & CO.

By:

/s/ Christie L. Christina

Name:

Christie L. Christina

Title:

Managing Director

 [Signature Page to Underwriters’ Acceleration Request Letter]

July 26, 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.
Amendment No. 2 to Registration Statement on Form S-1
Filed  July 25, 2013
  File No. 333-189841

Dear  Mr. Enterline :

We have reviewed your responses to the comments in our letter dated July 23, 2013 and
have the following additional comments.

General

1. Please continue to consider the updating requirements of Rule 3 -12 of Regula tion S -X in
future submissions.

Exhibit 5.1

2. Please refer to assumptions (iv) and (v) in the second paragraph of the opinion.  Please
revise to carve out the Company from these assumptions.

3. Please remove the assumption that the Company Shares will be sold for a price per share
not less than the par value per share of the Common Stock.

Larry L. Enterline
Fox Factory Holding Corp .
July 26, 2013
Page 2

You may contact Amy Geddes  at (202) 551 -3304 or Margery Reich at (202) 551 -3347 if
you have questions regarding com ments 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

July 23, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed  July 17, 2013
  File No. 333-189841

Dear  Mr. Enterline :

We have reviewed your responses to the comments in our letter dated July 16, 2013 and
have the following additional comments.  All pages numbers below correspond to the marked
version of your filing

General

1. Please continue to consider the updating requirements of Rule 3 -12 of Regula tion S -X in
future submissions.

Recent Developments, page 9

2. We note that you have included preliminary partial financial  information for the quarter
ended June 30, 2013, and that you have not included the full quarterly financial
information because the financial statements are not yet available.  Given your disclosure
that you have finished the quarter -end closing process,  please tell us and expand your
disclosure to indicate the reasons why full financial statements are not yet available as
well as when you expect them to be available .

3. Further, please expand this presentation to include narrative disclosure that puts this
preliminary financial information in to context.  This analysis might include a discussion
of the trends set forth in MD&A impacting historical results and how they relate to this
preliminary financial information.

4. If financial statements for the most recently completed period are available or become
available prior to the effective date of the registration statement, they must be included in
the filing.

Larry L. Enterline
Fox Factory Holding Corp .
July 23, 2013
Page 2

You may contact Amy Geddes  at (202) 551 -3304 or Margery Reich at (202) 551 -3347 if
you have ques tions 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

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

July 3, 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.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted  June 18 , 2013
  CIK No.  0001424929

Dear  Mr. Enterline :

We have reviewed your amended 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 y ou 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 response to these  comments  and your
amended draft reg istration statement or filed registration statement,  we may have  additional
comments.

General

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

Prospectus s ummary , page 1

Our c ompany, page 1

2. We note your response to our prior comment 5 and reissue in part.  Please revise to either
state as a belief of management , or substantiate your statement , that you are “a leading
designer, manufacturer and marketer of high -performance suspension products . . . .”
Please also tell us how you are measuring your market position and the source of the data

Larry L. Enterline
Fox Factory Holding Corp .
July 3, 2013
Page 2

 supporting this assertion.   Finally, consistent with your response tha t you believe you are
“a” leading designer, manufacturer and market er, please revise the references to “[y]our
leading position.”

3. We note your response to our prior comment 9 and reissue.  Please revise  pages 5, 82,
and 88  to remove references such as “pa ssion for our products ,” and “employees who
share our passion  for performance .”

Market opportunity, page 2

4. We note your response to our prior comment 14 and your disclosure on page 33 that your
beliefs regarding the future growth of your industry are “supported by qualitative data
and limited sources and may not be reliable.”  Please identify to  us, with a view towards
revised disclosure, the so urces of inform ation in the several factors you identify in bullet
point format in this section in support of your statement that you are well positioned for
growth.

Summary consolidated financial data, page 13

5. Reference is made to your response to our prior comment 2 0.  We note that you have
added a placeholder for supplemental pro forma earnings per share computations
pursuant to the guidance in SAB Topic 1 -B-3.  As there is also a requirement for
supplemental pro forma earnings per share computations as a result of your decision to
use net proceeds from the offering to repay indebtedness under the Existing Credit
Facility, please tell us how your presentation(s) will deal with the overlapping nature of
the two transactions.  That is, please explain whether you intend  to separately present
each of the two pro forma earnings per share computations or whether you intend to
combine them in some fashion.  In these circumstances, we would not object if you
elected to present supplemental pro forma earnings per share computa tions only for the
use of net proceeds repay indebtedness .

Business, page 78

Overview, page 7 8

Our company, page 78

6. Please revise to substantiate , or state as a belief , the statement that “OEMs will often
prominently display and incorporate our products to improve the marketability and
consumer demand for their high -performance models, which reinforces our brand
image.”

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

 Track record of innovation and new product introdu ctions, page 81

7. We note your statement that you believe you “are frequently among the first to
commercialize innovative suspension products, as evidenced by our early introduction of
mountain bike rear air shocks, motorcycle air shocks, high -performance s nowmobile
shocks, ATV air shocks and self -adjusting air negative springs.”  Please revise to expand
upon this disclosure, including a discussion of when you introduced these products in
comparison to other companies in your segment.

Our products, page 84

8. We note your response to our prior comment 35 and reissue  in part .  You provide large
spans in pricing for your various products.  Please revise to clarify the price ranges for
the displayed  lines of your business, including , for example , the Evolution, Performance,
and Factory  subcategories .

Intellectual Property, page 8 6

9. We note your response to our prior comment 36 and reissue  in part .  Please explain why
you believe the terms of the Trademark Co -Existence Agreement with Fox Head , Inc.,
are not material  in light of your revised disclosure on page 83 that you may expand into
the apparel market.

10. You disclose on page 50 that miscellaneous sources of revenue such as royalty income
and service related repair work and the associated sale of components represented less
than 1% of your sales for each of the last three fiscal years.  On page 86, however, you
state that licensing agreements offer low investment costs and attractive margin
opportunities.  Please balance your disclosure on page 86 by clarifying that revenues
related to these licensing agreements have been relatively small in recent periods.

Suppliers, pag e 88

11. We note your response to our prior comment 39.  We also note your risk factor disclosure
on page s 30 and 31 in which you discuss th e potential impact if you lose single -source
supplier s.  Please revise to identify the materials used in your products that come from
single -source suppliers .   To the extent the loss of any of these single -source supplier s
may have a material impact on your operations, please identify that particular supplier .
Otherwise, please explain to us why you believe this information is not material to an
understanding of your supply chain  when you state that the loss of these supp liers could
disrupt your business and have a material negative impact on your results of operations.

Larry L. Enterline
Fox Factory Holding Corp .
July 3, 2013
Page 4

 Loan, page 113

12. We note that you do not disclose the purpose of the loan to Mr. Boulton.  Please tell us
why you believe such disclosure is not material t o investors in light of the circumstances
of this transaction.

13. Please also tell us why you characterize the $251,095 paid to Mr. Boulton in April as a
“bonus ” rather than forgiveness of a loan.   We note, for example, that you do not discuss
this bonus o n page 103 where you discuss Mr. Enterline’s 2013 bonus.  We also note that
you do not explain what performance, if any, was being rewarded with the bonus.

Exhibits and financial statement schedules, page II -3

14. Please confirm that you intend to file the Management Services Agreement as an exhibit
to the registration statement or tell us why you believe you are not required to do so.

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associate d correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

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
 Stephen Cooke
 Paul Hastings LLP

June 7, 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.
Draft Registration Statement on Form S-1
Submitted  May 13, 2013
  File No. 377-00186

Dear  Mr. Enterline :

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 believ e 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 response to these comments and your
amended draft registration statem ent or filed registration statement , we may have additional
comments.

General

1. Prior to printing and distribution of the preliminary prospectus, please provide us with
mock -ups of any pages that include any pictures or graphics to be presented.
Accompanying captions, if any, should also be provided.

2. Please supplementally 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 potenti al investors in reliance on Section 5(d) of the Securities Act,
whether 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 Sec tion 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering .

Larry L. Enterline
Fox Factory Holding Corp .
June 7, 2013
Page 2

3. Please update your financial statements in accordance with Ru le 3-12 of Regulation S -X.

Prospectus s ummary , page 1

General

4. We note that your summary, in large part, repeats substantial portions of identical
information contained in your business section.  The summary should be brief and should
not merely repeat the text of the prospectus.  Please revise the summary to identify those
aspects of the offering that are the most significant .  Refer to Item 503 (a) of Regulation
S-K.

Our c ompany, page 1

5. We note your st atement that you are a “leading  designer, manufacturer and marketer ” of
suspension products.  Please revise here and throughout your prospectus to state such
assertions as beliefs of management, or provide a basis for any assertion that you are a, or
the, leading company in your industry.  Please disclose how you are measuring your
market position and the source of the data supporting this assertion.  Please also revise to
clarify, quantitatively, what is meant by “premium price points.”

6. Please rev ise here and throughout the prospectus to state as a belief that you offer
products with “innovative design, performance, durability and reliability” or provide a
basis for these statements.  Please also clarify what you mean by “technologically
advanced p roducts designed to perform under diverse and extreme conditions.”

7. Please provide the basis for your belief that  the success of professional athletes who use
your products positively influences the purchasing habits of “enthusiasts and other
consumers see king high -performance products” and that your strategic focus influences
“aspiring and enthusiast consumers.”   Additionally, please define “high -performance” as
it is used here and throughout the prospectus.

8. We note your statement on page 2 that you “intr oduce new and innovative products that
improve vehicle performance and enhance brand loyalty.”   Please revise to substantiate
this statement, and explain how you measure brand loyalty.  Please also substantiate or
remove the reference to “loyal . . . and e nthusiastic consumers” in the second paragraph
on page 1  and elsewhere in the prospectus .

9. Please revise  on page 2  and throughout the prospectus to remove the subjective
description s of your customers and employees as “passionate” and other similar terms.

Larry L. Enterline
Fox Factory Holding Corp .
June 7, 2013
Page 3

 Market opportunity, page 2

10. Please revise to explain what you mean by “large and attractive markets for  performance
bicycles and powered vehicles.”

11. Please revise to define what is meant by “high -end” here and throughout the prospectus.
Please also revise to state as a belief that your “consumers have demonstrated a
preference for well -designed” equipment, or alternatively, define “well -designed” and
provide a basis for this statement.

12. We note your st atement in the second to last bullet point on  page 2 that you believe you
are well positioned for growth due to “a resilient consumer base  . . . driven by higher
household incomes and a greater propensity to purchase high -end products.”  Please
provide a b asis for this belief , and reconcile it with your disclosure in the second risk
factor on page 18 that some economies are “still struggling with recession” and
consumers may not have the discretionary income to spend on your products.

13. Please also explain what is meant in  the last bullet point on page 2 and throughout the
prospectus by the term “premium.”  Please also provide a basis for your belief that you
have a premium brand.

14. Please revise here and throughout your prospectus to provide quantifiable support and the
sources, if applicable, for your assertions regarding the growth of your segments and
other trends that you anticipate will positively influence your business.  Please also
balance the disclosure in this section with a brief discussion of t he factors that may
negatively affect your business, including you r outstanding indebtedness  and that your
expectations for growth in your respective industries may not materialize.

Our c ompetitive strengths, page 3

15. Please re vise to substantiate the stat ement  on page 4 that you have “extensive
experience, ” and on page 5 that you have a “proven senior management team” and
“highly -skilled and motivated employees.”   Please also clarify what is meant by “deep -
rooted culture” on page 5.

Our s trategy, page 5

16. Please revise to substantiate or state as a belief of management , here and throughout the
prospectus , that “high -performance and control are important to a large portion of our
consumer base” and that you have a “reputatio n as a leader in ride dynamics, ” and
“strong global brand recognition.”

17. You state that you intend to develop products for end -markets in which you do not
currently participate.  Please identify the markets you intend to penetrate .

Larry L. Enterline
Fox Factory Holding Corp .
June 7, 2013
Page 4

 18. You also state that you intend to increase infrastructur e investments and focus on
identified geographic regions.  Please identify the regions on which you intend to focus.
We note that China is the only market specified in this section.

Recapitalization , page 8

19. We note your statement that you recently “incr eased the revolver commitment under that
facility b y $2.0 million.”  Please revise to disclose the total of the revolver commitment
here and in the Management’s discussion and a nalysis section on page s 50 and 62 .

Summary consolidated financial data, page 13

20. We note from your disclosure on page 8 that, as part of the recapitalization, you paid a
$67 million dividend to shareholders in June 2012.  Your attention is invited to SAB
Topic 1 -B-3.  Please note that a dividend declared in the latest year would be  deemed to
be in contemplation of the offering with the intention of repayment out of offering
proceeds to the extent that the dividend exceeded earnings during the previous twelve
months.  As such, it appears this dividend was declared in contemplation of  the offering.
Please revise your presentation, here and in Selected Consolidated Financial Data on
page 47, to present pro forma EPS giving effect to the number of shares whose proceeds
would be necessary to pay this dividend to the extent the dividend i s in excess of current
year’s earnings.

21. Reference is made to Footnote (3) of your reconciliation of net income to Adjusted
EBITDA on page 16.  We note that your management agreement will terminate upon
consummation of the offering.  Please disclose wheth er or not you are required to pay a
fee of any kind in connection with the termination of the agreement.  Quantify any such
fee, if applicable.

Risk f actors, page 17

22. We note your statement in the first paragraph that “[t]he risks and uncertainties described
below may not be the only ones we face.”  Please revise to clarify that you have disclosed
all known material risks.

23. Please revise to include a risk factor discussing your move to production facilities in
Taiwan  and certain risks related thereto  that are not already addressed in your current risk
factor disclosures .  Specifically, please address the potential negative effect that this
move could have on your brand image and customer loyal ty.  For example, it is possible
that some customers will b e unwilling to purchase products that are manufactured
overseas .

Larry L. Enterline
Fox Factory Holding Corp .
June 7, 2013
Page 5

 Our corporate culture is important to us, page 21

24. Please revise to provide additional detail regarding why you think your corporate culture
could disappear.  To the extent material to an understanding of your business, p lease also
disclose in greater detail the values of  your corporate culture  in the business section .

Use of p roceeds, page 41

25. We note your statement that you intend to use the proceeds of this offering to repay “a
majori ty of the then outstanding indebtedness under our Existing Credit Facility.”  Please
revise to disclose the amount of outstanding indebtedness under your Existing Credit
Facility.   Please also disclose that your Existing Credit Facility is with your Sponso r, who
will therefore receive the  proceeds of the offering.

26. The first sentence of the third paragraph of this section implies that you intend to use all
of the net proceeds of this offering to repay outstanding indebtedness.  The last sentence
of that p aragraph, however, implies that not all proceeds will be used to repay
outstanding indebtedness.  Please reconcile the inconsistency.

27. Based on your disclosure on page 62, it appears that you intend to repay any remaining
balance under the Existing Credit Facility with proceeds from the New Credit Facility.  If
this additional repayment amount is material, please revise this section in accordance
with Instruction 3 to Item 504 of Regulation S -K.

Selected consolidated financial data, page 47

28. Please expand to also disclose cash dividends declared per common share, as
contemplated by Item 2 to the Instructions to Item 301 of Regulation S -X.

Management’s discussion and analysis of financial condition and results of operations, page 49

Results of operations, page 56

29. Please tell us why you have included the loss on disposal of assets as a non -operating
item.

Sales, page 57

30. Please tell us, with a view towards revised disclosure, if the change in sales from period
to period was impacted by any material changes in either your mountain bike or powered
vehicle product sales.

Larry L. Enterline
Fox Factory Holding Corp .
June 7, 2013
Page 6

 Liquidity and capital resources, page 60

31. We note your disclosure on page 62 under the heading “Net cash used in investing
activities ,” that in 2012 you acquired “an intangibl e asset of $0.8 million.”  Please tell us,
with a view towards revise d disclosure, what you acquired in  this transaction .

Business, page 73

Overview, page 73

Our company, page 73

32. Please revise to explain how  your products “enhance ride dynamics”  by improving
performance and control.

33. Please revise to substantiate the statement th at in the aftermarket “consumers seeking
high-performance select our suspension products  . . . .”

Our c ompetitive strengths, page 75

34. Please revise to explain what you mean by “diverse end -markets.”

Our products, page 78

35. We note the chart of selected products on page 79.  Please tell us if these products and
their price ranges are representative of your products more generally.  If so, please
explain why.  Otherwise, p lease be sure to provide enough information about the
products you sell for investors to understand the nature of your business and operations.

Intellectual Property, page 80

36. We note the reference in the third full paragraph on page 81 to certain “licens ing
agreements.”  However, you do not appear to include any details regarding the nature of
these agreements, incl uding the terms of any material  agreements .  Please revise
accordingly.

Customers, page 81

37. We note your disclosure of international sales figures on p age 82.  Please revise to
include domestic sales both quantitatively and as a percentage of total sales.

Larry L. Enterline
Fox Factory Holding Corp .
June 7, 2013
Page 7

 Suppliers, page 83

38. To the extent material to an understanding of your transition of the majority of your
mountain bike products manufacturing operati ons to Taiwan, p lease include an expanded
discussion concerning the geographic sources of your s upplie rs and supplie s.

39. We note the risk factor  disclosure on page 31 in which you reference  your single -source
suppliers.  Please revise this section to identify the materials used in your products that
come from single -source suppliers.  To the extent the loss of any of these single -source
suppliers may have a material impact on your operations, please identify those particular
supplier s.

40. Please revise to discuss the material terms of your agreement with Miyaki.

Manufacturing and backlog, page 84

41. We note your disclosure that you plan on moving bike manufacturing to your facility in
Taiwan.  Please revise to explain how you will maintain your current produ ction levels ,
as it appears that your  Taiwan facility is much smaller than your California facilities.

42. We note your disclosure on page 85 that many OEMs are in Taiwan.  Please revise to
disclose the percentage of OEMs that you do business with  that are located in Taiwan.

Competition, page 85

43. Please provide a basis for the statement that you “believe customers consider our
products to be among the highest -performing and most innovative products of their type,
which helps justify our premium pricing.”

Equity -based incentive plans, page 98

44. Reference is made to your 2013 Omnibus Plan on page 100.  We note that the plan will
become effective on the closing of this offering and that you have reserved shares for
issuance under this plan.  If you intend to make any awards in connection with the
offering, please quantify and describe these awards in detail .

Certain relationships and related party transactions, page 104

Credit facility and dividends, page 105

45. Please revise to disclose your dividend payment in greater detail, including how much
was paid to whom.

Larry L. Enterline
Fox Factory Holding Corp .
June 7, 2013
Page 8

 Loan, page 107

46. We note from the disclosure here that, in April 2013, Mr. Boulton received a bonus of
approximately $251,095, the net proceeds of which were used to repay Mr. Boulton’s
outstanding lo an of $150,000 plus interest of $380.  We note, from the disclosure on page
96, that Mr. Boulton’s base salary was $250,000, and that his bonus was stated at 40 -60%
of base.  Please tell us how you calculated Mr. Boulton’s bonus, whether it was granted
under the 2012 employment agreement, the purpose of the $150,000 loan, and how the
interest rate was deter

CORRESP
1
filename1.htm

CORRESP

 CONFIDENTIAL TREATMENT REQUESTED

BY FOX FACTORY HOLDING CORP.

 Fox Factory Holding Corp.

 915 Disc Drive

Scotts Valley, CA 95066

FOX FACTORY HOLDING CORP. HAS REQUESTED CONFIDENTIAL TREATMENT OF THE REDACTED PORTIONS OF
THIS LETTER UNDER RULE 83 OF THE SEC’S RULES OF PRACTICE AND THE COMPANY
DELIVERED A COMPLETE
UNREDACTED COPY OF THE LETTER TO ITS EXAMINER AT THE DIVISION OF CORPORATION FINANCE.

May 28, 2013

 VIA EDGAR AND
OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

 Attention: Ryan Adams,
Esq.

 Re: Fox Factory Holding Corp. – Confidential Submission of Draft Registration Statement

Ladies and Gentlemen:

 On
May 13, 2013, Fox Factory Holding Corporation (“Fox” or the “Company”) confidentially submitted a draft Registration Statement on Form S-1 (the “DRS”) pursuant to the Jumpstart Our Business Startups Act of 2012.
Approximately 76% of the outstanding shares of Fox are held by Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Compass”), and 100% of the outstanding interests in Compass are held by Compass Diversified
Holdings, a Delaware statutory trust (“Holdings”). The outstanding interests of Holdings are traded on the New York Stock Exchange under the symbol “CODI.”

 In connection with the submission of the DRS, Fox desires to submit this letter to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in order to
provide the Staff with additional information regarding recent stock options granted by the Company. These grants were made in February 2012, June 2012, December 2012 and March 2013 and are listed in the table that appears on page 69 of
the DRS (collectively the “Option Grants”). The information in this letter does not change the disclosures set forth on pages 67 through 70 of the DRS.

 Common Stock Valuations

 As set forth on page 69 of the DRS, the
Company believes that the exercise prices established for each of the Option Grants equals the fair value of the underlying shares of common stock as of the grant date. Such fair values were established pursuant to a process which substantiates this
position.

 Periodically, valuations of the Company are performed by Holdings, which valuations are completed by Holdings for
purposes of its financial reporting. These valuations utilize multiples which were applied to the Company’s trailing twelve-month Adjusted EBITDA to establish a reasonable value of the Company as of the most recent fiscal quarter. The multiples
utilized in these valuations were compared to a weighted range of possible multiples established annually by an independent investment banking firm and were consistently within this range.

 FFHC - 1

U.S. Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

Division of Corporation Finance

BY FOX FACTORY HOLDING CORP.

May 28, 2013

 In determining its valuation analysis, the independent investment banking firm analyzed
the Company’s historical and forecasted financial performance and considered a number of objective and subjective factors, including trends in the Company’s industry and the lack of liquidity of the Company’s capital stock. To perform
its analyses, such firm used a methodology which considered comparable acquisition analyses, comparable company analyses and discounted cash flow analyses. These methodologies are discussed in greater detail below. Total equity value was determined
by arriving at an enterprise value and then deducting debt and assumed transaction costs from the enterprise value. The equity value per share was determined by dividing the total equity value by the number of diluted shares outstanding using the
Treasury Stock Method to dilute the number of shares.

 The discounted cash flow analysis used in determining the
Company’s enterprise value was based on the estimated present value of future cash flows the Company’s business is expected to generate over a forecasted period and an estimate of the present value of cash flows beyond that period, which
is known as the terminal value. The terminal value was determined by using a range of reasonable terminal multiples.

 The
comparable public company analysis used in determining the Company’s enterprise value involved analyzing transaction and financial data of publicly-traded companies. Comparable companies were selected based on a number of criteria, including
the comparability of their operations, size and growth prospects to the Company. An enterprise value and an EBITDA multiple were then determined for each of the comparable companies. The range of multiples was reduced to account for the lack of
liquidity and marketability of the Company since it is a private company.

 The independent investment banking firm also used a
comparable acquisition analysis to determine the Company’s enterprise value. This analysis involved analyzing sales of comparable companies in the Company’s industry. For comparable transactions, the valuation firm calculated multiples of
the latest-twelve month enterprise value to EBITDA.

 The valuations are reviewed quarterly by Holdings and revised as
necessary. Various factors, such as an assessment of any discrete events or exposure to actual or potential contingencies which have impacted, or which may impact, the Company’s earnings for the relevant period are considered in determining the
multiple of EBITDA to be used to calculate enterprise value and implicitly the calculated equity value for the Company. For all valuations as of December 31, 2012 and prior, a public offering by the Company was not considered the most likely
liquidity event by the Company. This selected valuation is then used to establish a fair value for the Company’s common stock, which fair value is in turn used by the Board of Directors of the Company (the “Board”) to determine the
exercise price of the options for the applicable Option Grants. For the period from January 1, 2012 to March 31, 2013, the following valuations were completed:

 FFHC - 2

U.S. Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

Division of Corporation Finance

BY FOX FACTORY HOLDING CORP.

May 28, 2013

(in thousands, except share price)

February
2012

June 2012 – Before
Recapitalization (1)

June 2012 – After
Recapitalization (1)

October
2012

December
2012

 Adjusted EBITDA (2)

$
[***]†

$
[***]†

$
[***]†

$
[***]†

$
[***]†

 Calculated equity value (3)

$
[***]†

$
[***]†

$
[***]†

$
[***]†

$
[***]†

 Calculated shares

[***]†

[***]†

[***]†

[***]†

[***]†

 Share price

$
340.91

$
 330.96

$
 239.33

$
287.86

$
352.52

(1)
On June 18, 2012, the Company entered into an amendment to its inter-company loan agreement (“Loan Agreement”) with its majority stockholder, Compass in
connection with its recapitalization (the “Recapitalization”). The Loan Agreement was amended to (i) provide for term loan borrowings of $60.0 million and an increase to the revolving loan commitment of $2.0 million and to permit the
proceeds thereof to fund cash distributions totaling $67.0 million by the Company to stockholders, (ii) extend the maturity dates of the term loans under the Loan Agreement, and (iii) modify borrowing rates under the Loan Agreement. All
other material terms and conditions of the Loan Agreement were unchanged. In conjunction with the Recapitalization, modifications were made to certain employee stock option agreements. These modifications included accelerating the vesting of options
exercisable for the purchase of 19,421 shares of common stock and adding a net share settlement feature to the agreements. Additionally, certain stock option agreements were cancelled and replacement options were issued with a lower exercise price
pursuant to the anti-dilution provisions in the underlying agreements. The lower exercise price of the replacement options reflects the change in value of the underlying stock, which resulted from the Recapitalization. Modification accounting was
applied to the replacement options and any excess fair value of the replacement award over the fair value of the cancelled award will be recorded as compensation cost over the remaining vesting period of the grants. The vested options were exercised
through a cashless net share settlement, and the resulting shares were immediately repurchased by Compass. Settlement accounting was applied to these options and stock-based compensation expense was recorded to recognize expense for the previously
unvested portion, as well as for any excess of the cash settlement amount over the fair value of the awards immediately before the effective settlement.

(2)
The Company believes that Adjusted EBITDA is the most pertinent measure for this purpose as it furthers an understanding and evaluation of the Company’s core
operating performance and trends. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of the core business. Adjusted EBITDA as utilized in valuations performed
by Compass at each date represent the trailing 12-months.

(3)
The calculated equity value represents the product of Adjusted EBITDA and multiples ranging from [***]† to [***]†, minus outstanding debt less assumed sale
expenses and other costs ranging from $[***]† to $[***]†. The assumed Adjusted EBITDA multiples are compared to a range as determined by an independent investment banking firm.

†
The Company has requested confidential treatment of the redacted portions of this letter under Rule 83 of the SEC’s Rules of Practice and the Company delivered a
complete unredacted copy of the letter to its examiner at the Division of Corporation Finance.

 FFHC - 3

U.S. Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

Division of Corporation Finance

BY FOX FACTORY HOLDING CORP.

May 28, 2013

 The following discussion presents the determination by the Board of the fair value per
share of the Company’s common stock underlying each of the Option Grants and the exercise price for such Option Grants, together with the determination of the fair value per share of the Company’s common stock for financial reporting
purposes for the respective periods as follows:

 February 2012 Option Grants

For options granted in February 2012, the Company relied on a calculated equity value utilizing the Company’s trailing twelve month
Adjusted EBITDA as of December 31, 2011 (the most recently ended quarter) and a multiple of [***]†. As a result of its analysis, the Company determined that the fair value of its common stock for financial reporting purposes was $340.91,
consistent with the contemporaneous valuation utilizing the calculated equity value approach. Accordingly, the Board determined that it was appropriate to set the exercise price of these options at $340.91 per share.

June 2012 Option Grants

 For options granted in June 2012 after the Recapitalization, the Company relied on its post-recapitalization June 2012 calculated equity value utilizing the Company’s trailing twelve month Adjusted
EBITDA as of March 31, 2012 (the most recently ended quarter and as adjusted for the Recapitalization) and a multiple of [***]†. As a result of its analysis, the Company determined that the fair value of its common stock for financial
reporting purposes was $239.33, consistent with the contemporaneous valuation utilizing the calculated equity value approach. Accordingly, the Board determined that it was appropriate to set the exercise price of these options at $239.33 per share.
The decline in the valuation from the February 2012 grants was primarily due to the payment by the Company of a cash dividend of $67.0 million to its shareholders and the additional indebtedness incurred by the Company to fund the cash dividend,
both in connection with the Recapitalization in June 2012.

 October 2012 and December 2012 Option Grants

 For options granted in October and December 2012, the Company relied on a calculated equity value utilizing the
Company’s trailing twelve month Adjusted EBITDA as of September 30, 2012 (the most recently ended quarter) and a multiple of [***]†. As a result of its analysis, the Company determined that the fair value of its common stock for
financial reporting purposes was $287.86, consistent with the contemporaneous valuation utilizing the calculated equity value approach. Accordingly, the Board determined that it was appropriate to set the exercise price of these options at $287.86
per share.

 March 2013 Option Grants

 For options granted in March 2013, the Company relied upon a calculated equity value utilizing the Company’s trailing twelve month Adjusted EBITDA as of December 31, 2012 (the most recently
ended quarter) and a multiple of [***]†. As a result of its analysis, the Company determined that the fair value of its common stock for financial reporting purposes was $352.52, consistent with the contemporaneous valuation utilizing the
calculated equity value approach. Accordingly, the Board determined that it was appropriate to set the exercise price of these options at $352.52 per share.

†
The Company has requested confidential treatment of the redacted portions of this letter under Rule 83 of the SEC’s Rules of Practice and the Company delivered a
complete unredacted copy of the letter to its examiner at the Division of Corporation Finance.

 FFHC - 4

U.S. Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

Division of Corporation Finance

BY FOX FACTORY HOLDING CORP.

May 28, 2013

 Conclusion

As noted above, the Company believes it has a process and methodology which substantiates its position that the exercise price for each of
the Option Grants equaled the fair value of the underlying shares of common stock as of the date of grant. If you have any questions regarding this letter, please contact the Company’s legal counsel, Stephen Cooke at Paul Hastings, 695 Town
Center Drive, 17th Floor, Costa Mesa, CA 92626, (714) 668-6264 or stephencooke@paulhastings.com.

 Respectfully submitted,

Fox Factory Holding Corp.

By:

 /s/ ZVI GLASMAN

Zvi Glasman, Chief Financial Officer

 FFHC - 5