SecProbe.io

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 July 21, 2025

Michael R. Sumbs
Executive Vice President and Chief Financial Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, WV 26554

 Re: MVB Financial Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-38314
Dear Michael R. Sumbs:

 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 Finance
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 Document June 12, 2025 Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Attention: Lory Empie and John Nolan Re: MVB Financial Corp. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-38314 Dear Ms. Empie and Mr. Nolan: On behalf of MVB Financial Corp. (the “ Company ”), please find our response to the comment set forth in the letter to the Company from the staff (the “ Staff ”) of the Securities and Exchange Commission dated June 3, 2025. For your convenience, we have reproduced the Staff’s comment below in italics, followed by the Company’s response. Form 10-K filed March 13, 2025 Funding Sources, page 47 1. We note your disclosure that gaming deposits totaled $227.6 million and $354.1 million at December 31, 2024 and 2023. Please revise your future filings to quantify all Fintech deposits. Additionally, provide a greater understanding of the nature of these gaming deposits and how they arise in your operations. For instance, describe the activities and factors causing an increase or decrease in your gaming deposits from period to period and whether they relate to digital gaming accounts, online sportsbooks or some other point-of-service. Company Response: We acknowledge the Staff’s comment and will revise our future filings consistent with the requested disclosures. Specifically, in addition to quantifying our broader Fintech deposits, we will provide a more detailed explanation of the activities and factors causing changes in our gaming deposits, including whether they relate to digital gaming accounts, online sportsbooks, or other points of service. Set forth below is a sample revision of the original disclosure that we provided under Funding Sources at page 47 of our Form 10-K for the fiscal year ended December 31, 2024 that we believe incorporates your feedback and would be included in future filings, updated as appropriate for then current period results (the text in bold and underline represents the proposed revisions): The Bank considers a number of alternatives, including but not limited to deposits, short-term borrowings and long-term borrowings, when evaluating funding sources. Deposits continue to be the most significant source of funds, totaling $2.69 billion, or 97.2% of funding sources, at December 31, 2024, versus $2.90 billion, or 97.1% of such funding sources, at December 31, 2023. Of these amounts, Fintech deposits totaled $964.1 million and $1.25 billion at December 31, 2024 and 2023, respectively. The decrease in Fintech deposits is primarily attributable to decreases in gaming deposits to $227.6 million at December 31, 2024 from $354.1 million at December 31, 2023 and in digital asset deposits to $22.6 million at December 31, 2024 from $188.4 million at December 31, 2023. Gaming deposits generally represent online sportsbook accounts, and the decrease from the prior year is primarily due to a $166.2 million decrease in our largest online sportsbook client resulting from on-balance sheet deposit management. Borrowings, consisting of subordinated debt, senior term loan and other borrowings represented 2.7% of funding sources at December 31, 2024 and December 31, 2023. Repurchase agreements, which are available to large corporate customers, represented 0.1% and 0.2% of funding sources at December 31, 2024 and 2023, respectively. * * * ** Do not hesitate to contact me at (304) 594-3516 should you have any further questions regarding this response. Sincerely, /s/ Donald T. Robinson     Donald T. Robinson President and Chief Financial Officer

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 June 3, 2025

Donald T. Robinson
President and Chief Financial Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, WV 26554

 Re: MVB Financial Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-38314
Dear Donald T. Robinson:

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

 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 filed March 13, 2025
Funding Sources, page 47

1. We note your disclosure that gaming deposits totaled $227.6 million and
$354.1
 million at December 31, 2024 and 2023. Please revise your future filings
to quantify
 all Fintech deposits. Additionally, provide a greater understanding of
the nature of
 these gaming deposits and how they arise in your operations. For
instance, describe
 the activities and factors causing an increase or decrease in your
gaming deposits from
 period to period and whether they relate to digital gaming accounts,
online
 sportsbooks or some other point-of-service.
 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 Lory Empie at 202-551-3714 or John Nolan at 202-551-3492
with any
questions.
 June 3, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Finance
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            WSFS Bank Center

            500 Delaware Avenue

            Wilmington, DE 19801

    Via EDGAR

    December 8, 2022

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549-4628

    Attn: Jessica Livingston

            Re:

            MVB Financial Corp.

            Amendment No. 1 to Registration on Form S-4

            Filed December 8, 2022

            File No. 333-268098

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, MVB Financial Corp. hereby respectfully requests that the effective date of the above referenced Registration Statement
      on Form S-4 be accelerated to 4:00 p.m., Eastern Time, on December 12, 2022, or as soon as practicable thereafter.

    Please contact Evan Toebbe of Squire Patton Boggs (US) LLP at (513) 361-1209 with any questions you may have regarding this request. In addition, please notify Mr. Toebbe by telephone when this
      request for acceleration has been granted.

            Respectfully,

            MVB Financial Corp.

            By: /s/ Donald T. Robinson

            Name: Donald T. Robinson

            Title: President and Chief Financial Officer

            cc:

            Larry F. Mazza, MVB Financial Corp.

            Eric J. Bergevin, Integrated Financial Holdings, Inc.

            Stuart M. Rigot, Wyrick Robbins Yates & Ponton LLP

            Jonathan A. Greene, Wyrick Robbins Yates & Ponton LLP

            James Barresi, Squire Patton Boggs (US) LLP

United States securities and exchange commission logo
November 7, 2022
Donald T. Robinson
President and Chief Financial Officer
MVB Financial Corp
301 Virginia Avenue
Fairmont, WV 26554
Re:MVB Financial Corp
Registration Statement on Form S-4
Filed November 1, 2022
File No. 333-268098
Dear Donald T. Robinson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jessica Livingston contact at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jim Barresi

CORRESP
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CORRESP

 MVB FINANCIAL CORP.

301 Virginia Avenue

Fairmont, West Virginia 26554

(304) 363-4800

December 10, 2021

 VIA EDGAR

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 MVB Financial Corp.

Registration Statement on Form S-3

File No. 333-261539

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, MVB Financial Corp. (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-261539) of the Registrant (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on December 8, 2021, be accelerated so that it
will be declared effective at 5:00 p.m. Washington D.C. time, on December 14, 2021, or as soon thereafter as may be practicable.

The Registrant respectfully requests that it be notified of the effectiveness of the Registration Statement by a telephone call to its
counsel, Squire Patton Boggs (US) LLP, by calling James J. Barresi at (513) 361-1260. The Registrant hereby authorizes Mr. Barresi 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. Barresi via email to
james.barresi@squirepb.com or facsimile to (513) 361-1201.

Very truly yours,

MVB FINANCIAL CORP.

By:

 /s/ Donald T. Robinson

Donald T. Robinson

Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
December 9, 2021
Larry Mazza
President and Chief Executive Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, WV 26554
Re:MVB Financial Corp.
Registration Statement on Form S-3
Filed December 8, 2021
File No. 333-261539
Dear Mr. Mazza:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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    Squire Patton Boggs (US) LLP

201 E. Fourth St., Suite 1900

Cincinnati, Ohio 45202

O        +1
513 361 1200

F        +1
513 361 1201

   squirepattonboggs.com

November 30, 2020

Via Edgar

Valian A. Afshar

Special Counsel, Division of Corporation Finance, Office of Mergers and Acquisitions

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    MVB Financial Corp.

        Schedule TO-1 filed November 17, 2020

        File No. 005-89723

Dear Valian A. Afshar:

On behalf of MVB Financial Corp., a
West Virginia corporation (“MVB” or the “Company”), we are responding to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter
dated November 19, 2020 with respect to the above-referenced Schedule TO-I, filed by MVB on November 17, 2020 (the
 “Schedule TO”), in connection with the proposed offer by MVB to purchase for cash up to an aggregate purchase
price of $45,000,000 of shares of its common stock, par value $1.00 per share (the “Shares”), at a per Share
price not greater than $20.25 and not less than $18.00, upon the terms and subject to the conditions described in the Offer
to Purchase dated November 17, 2020 (as supplemented or amended, the “Offer to Purchase”), which is filed as
Exhibit (a)(1)(A) to the Schedule TO.

In connection with this response, MVB is
today also filing with the Commission Amendment No. 1 to Schedule TO (the “Schedule TO Amendment”) which reflects
the responses set forth below, as appropriate.

To facilitate the Staff’s review,
this letter includes each of the Staff’s comments in italics followed by a response to the questions raised. Capitalized
terms used in the Offer to Purchase and used in the following responses without definition have the meanings specified in the
Offer to Purchase.

Schedule TO-1

Exhibit (a)(1)(A) – Offer to Purchase

General

    Securities and Exchange Commission

November 30, 2020

Page 2

 Squire Patton Boggs (US) LLP

 1. Statements throughout the Offer to Purchase
                                         indicate that your directors and executive officers are not permitted to participate
                                         in the Offer. In the appropriate section of the Offer to Purchase, please clarify the
                                         source of and/or basis for this prohibition.

Response: The Company acknowledges
the Staff’s comment and has included revised disclosure in the Schedule TO Amendment to delete such statements from the
Offer to Purchase and further clarified that the Company’s directors and executive officers have informed the Company that
they do not intended to participate in the tender offer.

 2. We note the following statement under the header
                                         “Summary of Procedures for Tendering your Shares”: “WE ARE NOT MAKING
                                         THE OFFER TO, AND WILL NOT ACCEPT ANY TENDERED SHARES FROM, SHAREHOLDERS IN ANY JURISDICTION
                                         WHERE IT WOULD BE ILLEGAL TO DO SO…..” While offer materials need not be
                                         disseminated into jurisdictions where such a distribution would be impermissible, please
                                         remove the implication that tendered shares will not be accepted from all shareholders
                                         (notwithstanding the subsequent statement that you will comply with the requirements
                                         of Rule 13e-4(f)(8)). See Rule 13e-4(f)(8)(i) and guidance in Section II.G.1
                                         of Exchange Act Release No. 58597 (September 19, 2008). Please also make any
                                         conforming changes to similar statements in Exhibits (a)(1)(B), (D), (E) and in
                                         (F).

Response: The Company acknowledges
the Staff’s comment and has removed such statements from the Offer to Purchase as well as in the referenced exhibits as
reflected in the Schedule TO Amendment.

Procedures for Tendering Shares, page 20

 3. We note your statement that “[t]o tender Shares
                                         properly, one and only one box must be checked in the section captioned ‘Price
                                         (in Dollars) Per Share at Which Shares Are Being Tendered’ in the Letter of Transmittal.”
                                         Please further disclose (consistent with the instructions to the Letter of Transmittal)
                                         that if more than one box is checked or if no box is checked, there is no valid tender
                                         of Shares.

Response: The Company acknowledges
the Staff’s comment and has modified the Offer to Purchase as reflected in the Schedule TO Amendment to include the additional
requested disclosure.

Conditions of the Offer, page 27

 4. We note that the Offer is not completely financed
                                         and is subject to the Financing Condition. Generally, when an offer is not financed,
                                         or when a bidder’s ability to obtain financing is uncertain, a material change
                                         will occur in the information previously disclosed when the offer becomes fully financed.
                                         Under Rule 13e-4(c)(3), a bidder is required to promptly file an amendment to its
                                         Schedule TO disclosing this material change. Please confirm that you will disseminate
                                         the disclosure of this change in a manner reasonably calculated to inform shareholders
                                         as required by Rule 13e-4 (e)(3). In addition, please confirm that five business
                                         days will remain in the Offer following disclosure of the change or that the Offer will
                                         be extended so that at least five business days remain in the offer. Refer to Release
                                         No. 34-23421 (July 11, 1986), at footnote 70, and Release No. 34-24296
                                         (April 3, 1987).

    Securities and Exchange Commission

November 30, 2020

Page 3

 Squire Patton Boggs (US) LLP

Response: The Company acknowledges
the Staff’s comment and advises the Staff that the Financing Condition was satisfied on November 30, 2020. On November 30,
2020, the Company announced in a Current Report on Form 8-K and by press release that as of that date the Company had issued
$40.0 million in aggregate principal amount of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 to certain qualified
institutional buyers. The Schedule TO Amendment discloses the completion of the Notes Offering and satisfaction of the Financing
Condition, and includes additional disclosure relating to the terms of the Notes Offering. The Company confirms that its disclosures
on November 30, 2020 were disseminated in a manner reasonably calculated to inform security holders of such change. Further
the Company confirms that the offer will remain open for at least five business days following its November 30 disclosure,
with the expiration date of the tender offer occurring on December 18, 2020, fourteen business days following the disclosure
of this change.

 5. With a view towards disclosure, please clarify
                                         what would constitute an “internal interpretation” as used in the first bullet
                                         on page 28.

Response: The Company acknowledges
the Staff’s comment and has modified the Offer to Purchase in the Schedule TO Amendment to delete all references to “formal
or internal interpretation” and replacing such references with “official interpretation.”

 6. You have included a condition that will be
                                         triggered by, among other things, “any commencement of a war, armed hostilities
                                         or other national or international calamity, including, but not limited to, an act of
                                         terrorism . . . directly or indirectly involving the United States” without any
                                         materiality qualifier on the gravity of such an event and without limiting the event
                                         to one directly involving the United States. Therefore, if any event anywhere in the
                                         world “triggers” this condition while the Offer is pending, you must promptly
                                         amend the Offer materials to advise shareholders whether you will waive the condition,
                                         or assert it and terminate the Offer. Depending on the timing of this event and your
                                         revised disclosure, you may also be required to extend the Offer. Please confirm your
                                         understanding in your response letter. Alternatively, please amend the condition to more
                                         narrowly tailor it.

Response: The Company acknowledges
the Staff’s comment and has modified the Offer to Purchase in the Schedule TO Amendment to more narrowly tailor the referenced
condition.

    Securities and Exchange Commission

November 30, 2020

Page 4

 Squire Patton Boggs (US) LLP

Source and Amount of Funds, page 29

 7. Please disclose any material conditions to
                                         the Notes Offering as well as whether any alternative financing arrangements or alternative
                                         financing plans exist in the event the Notes Offering falls through. See Item 1007(b) of
                                         Regulation M-A.

Response: The Company acknowledges
the Staff’s comment and as described in response to Comment 4 above, notes that on November 30, 2020, the Financing
Condition was satisfied and has further modified the Offer to Purchase in the Schedule TO Amendment to reflect the satisfaction
of the Financing Condition.

 8. Please provide the information required by
                                         Item 1007(d) of Regulation M-A with respect to the Notes Offering.

Response: The Company acknowledges
the Staff’s comment and has included additional information as required by 1007(d) of Regulation M-A with respect to
the Notes Offering in the Schedule TO Amendment.

* * * * *

We believe the responses set forth above
fully address the Staff’s comments. Please contact the undersigned at (513) 361-1260 (james.barresi@squirepb.com),
or Aaron A. Seamon at (614) 365-2759 (aaron.seamon@squirepb.com) if you have any questions regarding the responses set
forth above.

    Sincerely,

    /s/ James J. Barresi

cc:          Donald
T. Robinson, MVB Financial Corp.

Aaron A. Seamon, Squire Patton Boggs (US)
LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
    CORPORATION FINANCE  ``

November 19, 2020

Via Email

Donald T. Robinson
Executive Vice President and Chief Financial Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, West Virginia 26554 -2777

 Re: MVB Financial Corp.
  Schedule TO -I
  Filed on November 17 , 2020
  File No. 005-89723

Dear Mr. Robinson :

We have reviewed the above -captioned filing  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 filing, by prov iding the requested
information  or by advising us when you will provide the  requested response.  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 filing , and any information you provid e in
response to these comments, we may have additional comments.   All defined terms used in this
letter have the same meaning as in the Offer to Purchase  unless otherwise indicated.

Schedule TO -I

Exhibit (a)(1)(A) – Offer to Purchase

General

1. Statement s throughout the Offer to Purchase indicate that your directors and executive
officers are not permitted to participate in the Offer.  In the appropriate section of the
Offer to Purchase, please clarify the source of and/or basis for this prohibition.

Donald T. Robinson
MVB Financial Corp.
November 19 , 2020
Page | 2

 2. We note the following statement under the header “Summary of Procedures for
Tendering your Shares” : “WE ARE NOT MAKING THE OFFER TO, AND WILL
NOT ACCEPT ANY TENDERED SHARES FROM, SHAREHOLDERS IN ANY
JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO  . . . . . ”  W hile offer
materials need not be disseminated into jurisdictions where such a distribution would be
impermissible, please remove the implication that tendered shares  will not be accepted
from all shareholders (notwithstanding the subsequent statement t hat you will comply
with the requirements of Rule 13e -4(f)(8)) .  See Rule 13e -4(f)(8)(i) and guidance in
Section II.G.1 of Exchange Act Release No. 58597 (September 19, 2008).   Please also
make any conforming changes to similar statements in Exhibits  (a)(1 )(B), (D), (E) and
in (F).

Procedures for Tendering Shares, page 20

3. We note your statement that “[t]o tender Shares properly, one a nd only one box must be
checked in the section captioned ‘ Price (in Dollars) Per Share at Which Shares Are
Being Tendered’  in the Letter of Transmi ttal.”  Please further disclose (consistent with
the instructions to the Letter of Transmittal) that if more than one box is checked or if no
box is checked, there is no valid tender of Shares.

Conditions of the Offer, page 27

4. We note that the O ffer is not completely financed and is subject to the Financing
Condition.   Generally, when an offer is not financed,  or when a bidder’s ability to obtain
financing is uncertain, a material change will occur in the information  previously
disclosed when the offer becomes fully financed.   Under Rule 13e -4(c)(3), a bidder is
required to promptly file an amendment to its Sch edule TO disclosing this material
change.  Please confirm that you will disseminate the disclosure of this change in a
manner reasonably calculated to inform shareholders  as required by Rule 13e -4 (e)(3).
In addition, please confirm that five business day s will remain in the O ffer following
disclo sure of the change or that the O ffer will be extended so that at least five business
days remain in the offer.   Refer to Release No . 34-23421 (July 11, 1986) , at footnote 70,
and Release No. 34 -24296 (April 3, 198 7).

5. With a view towards disclosure, please clarify what would constitute an “internal
interpretation” as used in the first bullet on page 28.

Donald T. Robinson
MVB Financial Corp.
November 19 , 2020
Page | 3

 6. You have included a condition that will be triggered by , among other things,  “any
commencement of a war, armed hostilities or other national or international calamity,
including, but not l imited to, an act of terrorism . . . directly or indirectly involving the
United States ” without any materiality qualifier on the gravity of such an event and
without limiti ng the event to one directly involving the United States .  Therefore, if any
event anywhere in the world “triggers” this condition while the Offer  is pendin g, you
must promptly amend the O ffer materials to advise shareholders  whether you will waive
the con dition, or assert it and terminate the Offer .  Depending on the timing of this event
and your revised disclosure, you may also be required to extend the Offer.  Please
confirm your understanding in your response letter.  Alternatively, please amend the
condition to more narrowly tailor it.

Source and Amount of Funds, page 29

7. Please disclose any material conditions to the Notes Offering as well as whether any
alternative financing arrangements or alternative financing plans exist in the event the
Notes Offering  falls through .  See Item 1007(b) of Regulation M -A.

8. Please provide the information required by Item 1007(d)  of Regulation M -A with
respect to the Notes Offering.

* * *

 We remind you that the registrant  is responsible for the accuracy and adequ acy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please direct any questions to me at (202) 551 -8729.

Sincerely,

        /s/ Valian A. Afshar

Valian A. Afshar
Special Counsel
Office of Mergers and Acquisitions

cc:  James J. Barresi, Esq.
Squire Patton Boggs (US) LLP

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MVB FINANCIAL CORP.

301 Virginia Avenue

Fairmont, West Virginia 26554

(304) 363-4800

December 14, 2018

VIA EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

MVB Financial Corp.
   Registration Statement on Form S-3
   File No. 333-228688

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, MVB Financial Corp. (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-228688) of the Registrant (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on December 6, 2018, be accelerated so that it will be declared effective at 4:00 p.m. Washington D.C. time, on December 17, 2018, or as soon thereafter as may be practicable.

The Registrant respectfully requests that it be notified of the effectiveness of the Registration Statement by a telephone call to its counsel, Squire Patton Boggs (US) LLP, by calling James J. Barresi at (513) 361-1260. The Registrant hereby authorizes Mr. Barresi 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. Barresi via email to james.barresi@squirepb.com or facsimile to (513) 361-1201.

Very truly yours,

MVB FINANCIAL CORP.

By:

/s/ Donald T. Robinson

Donald T. Robinson

Executive Vice President and Chief Financial   Officer

December 13, 2018
Donald T. Robinson
Executive Vice President and Chief Financial Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, WV 26554-2777
Re:MVB Financial Corp.
Registration Statement on Form S-3
Filed December 6, 2018
File No. 333-228688
Dear Mr. Robinson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Christopher Dunham, Staff Attorney, at (202) 551-3783 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Evan A. Toebbe, Esq.

CORRESP
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		Document

MVB FINANCIAL CORP.

301 Virginia Avenue

Fairmont, West Virginia 26554

(304) 363-4800

December 22, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 MVB Financial Corp.

Registration Statement on Form S-3

File No. 333-215140

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, MVB Financial Corp. (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-215140) of the Registrant (the “Registration Statement”) be accelerated so that it will be declared effective at 5:00 p.m. Washington D.C. time, on December 27, 2016, or as soon thereafter as may be practicable.

The Registrant respectfully requests that it be notified of the effectiveness of the Registration Statement by a telephone call to its counsel, Squire Patton Boggs (US) LLP, by calling James J. Barresi at (513) 361-1260. The Registrant hereby authorizes Mr. Barresi 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. Barresi via email to james.barresi@squirepb.com or facsimile to (513) 361-1201.

 Very truly yours,

 MVB FINANCIAL CORP.

 By:

 /s/ Donald T. Robinson

 Donald T. Robinson

 Executive Vice President and Chief Financial Officer

Mail Stop 4720

December 21, 2016

Via E -mail
Donald T. Robinson
Executive Vice President and Chief Financial Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, WV 26554 -2777

Re: MVB Financial Corp.
  Registration Statement on Form S-3
Filed  December 16, 2016
  File No. 333-215140

Dear Mr. Robinson :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Christopher Dunham, Staff Attorney, at (202) 551 -3783  with any
questions .

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: James J. Barresi, Esq.

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MVB FINANCIAL CORP.

301 Virginia Avenue

Fairmont, West Virginia 26554

(304) 363-4800

January 15, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

MVB Financial Corp.

Registration Statement on   Form S-3

File No. 333-208949

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, MVB Financial Corp. (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-208949) of the Registrant (the “Registration Statement”) be accelerated so that it will be declared effective at 5:00 p.m. Washington D.C. time, on January 20, 2016, or as soon thereafter as may be practicable.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges that:

·                  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 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 Registrant respectfully requests that it be notified of the effectiveness of the Registration Statement by a telephone call to its counsel, Squire Patton Boggs (US) LLP, by calling James J. Barresi

at (513) 361-1260. The Registrant hereby authorizes Mr. Barresi 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. Barresi via email to james.barresi@squirepb.com or facsimile to (513) 361-1201 and via mail c/o Squire Patton Boggs (US) LLP, 221 E. Fourth Street, Suite 2900, Cincinnati, Ohio 45202.

Very truly yours,

MVB FINANCIAL CORP.

By:

/s/ Donald T. Robinson

Donald T. Robinson

Executive Vice President and Chief Financial   Officer

2

Mail Stop 4720

January 14 , 2016

Donald T. Robinson
Executive Vice President and Chief Financial Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, WV 26554 -2777

Re: MVB Financial Corp.
  Registration Statement on Form S-3
Filed  January 11, 2016
  File No.  333-208949

Dear Mr. Robinson :

This is to advise you that we have not reviewed and will not review your registration
statement .

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.

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 Commission from taking any action wit h 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 accuracy of the disclosure in th e 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.

Donald T. Robinson
MVB Financial Corp.
January 14, 2016
Page 2

 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 registered securities .

You may contact  Joshua Samples , Staff Attorney,  at (202) 551 -3199 with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: James Barresi
 Squire Patton Boggs (US) LLP

September 23, 2014

Via Email
Bret S. Price
Senior Vice President & Chief Financial Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, West Virginia 26554 -2777

Re: MVB Financial  Corp.
 Form 10 -K for Fis cal Year Ended December 31, 201 3
Filed March 28, 2014
File No. 00 0-50567

Dear Mr. Price :

We have completed our review of your filings.  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 s 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 Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Marc Thomas

Marc Thomas
Review Accountant

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(MVB Financial Corp. letterhead)

August 22, 2014

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Re:                   Form 10-K for the fiscal year ended December 31, 2013

Filed March 28, 2014

File No. 000-50567

Ladies and Gentlemen:

We are responding to the comments in the Securities and Exchange Commission (the “Staff”) letter dated August 8, 2014 to Mr. Bret S. Price of MVB Financial Corp (“the Company” or “MVB”).   For your convenience, we have included the Staff’s comments below followed by our related response.

Form 10-K filed for the period ended December 31, 2013

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

Summary Financial Results, page 19

1.              Please revise, in future filings, to include a discussion of the segment operation results as identified in Note 21 to the audited financial statements, for each of the periods presented.  Refer to Item 303(a)(3) of Regulation S-K.  In addition, please tell us the reasons for the low level of income tax expenses recognized within the Commercial and Retail Banking segments during 2013

Company response:

Future filings will include a discussion of operating results for our reportable segments in Management’s Discussion & Analysis.

The Commercial and Retail Banking segment tax expense is low because it had pre-tax earnings of $2,258,000 but tax-exempt interest on investments and loans of $2,240,000.  The Commercial and Retail Banking segment is the only segment with tax-exempt income.

Notes to Consolidated Financial Statements

Note 3. Loans and Allowance for Loan Losses, page 51

2.              We note the disclosure that the company purchased, in late 2013, $74.3 million in commercial loans in the Northern Virginia area.  Please tell us, and revise in future filings, to address the nature of the loans acquired, identifying whether they were performing or purchased credit impaired loans or a combination of both as well as whether these loans were acquired at a discount or a premium and the associated accounting.

Company response:

Future filings will address the nature of the loans acquired and identify whether they were performing or purchased credit impaired loans or a combination of both consistent with our response below.

During December 2013 the Bank purchased $74.3 million in performing commercial real estate secured loans in the Northern Virginia area.  At the time of acquisition, none of these loans were considered impaired.  They were acquired at a premium of roughly 1.024 or $1.8 million, which is being amortized in accordance with ASC 310-20.  These loans are collectively evaluated for impairment under ASC 450.  Loans are monitored individually for payoff activity, and any necessary adjustments to the premium will be made accordingly.

MVB acknowledges that:

·                  We are responsible for the adequacy and accuracy of the disclosure in our filings;

·                  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

·                  We may not assert Staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Please direct questions regarding this response to me at (304) 285-0005.

Sincerely,

/s/   Bret S. Price

Bret   S. Price

Senior   Vice President and Chief Financial Officer

Cc:

Larry   F. Mazza, Chief Executive Officer & President

Donald   T. Robinson, Executive Vice President & Chief Operating Officer

Patrick   R. Esposito II, Senior Vice President, Chief Legal & Risk Officer

Lori   Charlebois, Dixon Hughes Goodman LLP

August 8, 2014

Via Email
Bret S. Price
Senior Vice President & Chief Financial Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, West Virginia 26554 -2777

Re: MVB Financial Corp.
 Form 10 -K for Fis cal Year Ended December 31, 201 3
Filed March 28, 2014
File No. 00 0-50567

Dear Mr. Price :

We have reviewed your filing an d have the following comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   Where we have specifically requeste d a draft of your proposed disclosures in future
filings, please ensure that it clearly identifies new, revised or deleted disclosures, as appropriate.
If you do not believe our comment s 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 filing and the information you provide in
response to th ese comment s, we may have additional comments.

Form 10 -K filed for the period ended December 31, 2013

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

Summary Financial Results, page 19

1. Please revise, in future filings, to include a discussion of the segment operating results as
identified in Note 21 to the audited financial statements, for each of the periods
presented.   Refer to Item 303(a)(3) of Regulation S -K.   In addition, please tell us the
reasons for the low level of income tax expense recognized within the Commercial and
Retail Banking segment during 2013.

Bret S. Price
MVB Financial Corp.
August 8, 2014
Page 2

Notes to Consolidated Financial Statements

Note 3. Loans and Allowance for Loan Losses, page 51

2. We note the disclosure that the company purchased , in late 2013, $74.3 mill ion in
commercial loans in the Northern Virginia area.  Please tell us , and revise in future
filings, to address the nature of the loans acquired, identifying whether they were
performing or purchased credit impaired loans or a combination of both  as well as
whether these loans were acquired at a discount or a premium and the  associated
accounting.

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 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 comments, please provide a writ ten statement from the company
acknowledging that:

 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 David Irving at (202) 5 51-3321 or me at  (202) 55 1-3452 if you any
other questions.

Sincerely,

 /s/ Marc Thomas

Marc Thomas
Review Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

20549-0408

								March 29, 200

James R. Martin
President
MVB Financial Corp.
301 Virginia Avenue
Fairmont, West Virginia  26554-2777

Re: MVB Financial Corp.
       Form SB-2, amendment number 2, filed March 18, 2005
       File No. 333-120931

Dear Mr. Martin:

      We have examined the above referenced filing and the 1934
Act
filings of your company and have the following comments.  Where
indicated, we think you should revise these filings in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may have additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Form SB-2/A

Management`s Discussion And Analysis Of Financial Condition And
Results Of Operations - page 12

1. Move your Item 304 disclosures to Item 23. Changes In and
Disagreements with Accountants on Accounting and Financial
Disclosure.

* State December 22, 2004 as the date that Conley CPA Group, PLLC
resigned and in consultation with MVB Financial`s audit committee,
who approved such resignation, declined to stand for re-election;

* State that the independent auditor`s report on the financial
statements for the years 2002 and 2003 were not qualified or
modified
as to uncertainty, audit scope or accounting principles;

* State that during the company`s two most recent fiscal years up
to
December 22, 2004 there were no disagreements with Conley CPA
Group
PLLC on any matter of accounting principles or practices,
financial
statement disclosure, or auditing scope or procedure.

Provide all the Item 304 disclosures regarding the appointment of
Brown Edwards & Company, LLP as the company`s new external
auditor.
In addition, file the required letters from the former accountants
and new accountants as exhibits to the amended Form SB-2.

Investment Securities - page 20

2. Revise the first sentence of the discussion to reference the
investment securities total of $24.6 million at December 31, 2003.

3. Delete the last sentence of the second paragraph of the
discussion
regarding unrealized depreciation.

Allowance For Loan Losses - page 23

4. Revise the provision in the allowance for loan loss table to be
$269 thousand.

Capital /Stockholders Equity - page 24

5. Revise the second to last sentence of the discussion to refer
to a
well capitalized standard of 5%.

Liquidity - page 26

6. Revise to refer to outflows from investing activity of $11.8
million.

Report Of Independent Auditors - page F-3

7. File reaudited financial statements for the period ended
December
31, 2003.  The new audit firm should meet the registration
requirements of the PCAOB pursuant to Section 102 of the Sarbanes-
Oxley Act of 2002.

Exhibit 23.1, 23.2 - Consents of Independent Auditors

8. File currently dated consents of the independent auditors in an
amendment to the Form SB-2.

Forms 10-KSB and Forms 10-QSB Filings

9. File the Forms 10-KSB for the period ended December 31, 2003
and
December 31, 2004 and the March 31, 2004 and June 30, 2004 Form
10-
QSB filings pursuant to Regulation S-B.

Form 8-K Item 4.

10. We note your disclosures appearing in Form 8-Ks and Form SB-2s
as
well as additional comments we have included in this letter
regarding
your change in accountant from Conley CPA Group, PLLC to Brown,
Edwards & Company, L.L.P.  File an amended  Form 8-K which
addresses
all the disclosure requirements of Item 304.  In addition, file
the
required letters from the accountants as exhibits to the Form 8-K
amendment.

      *  *  *  *  *

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      Direct any questions on accounting matters to Chris Harley
202-
942-1926 or to John P. Nolan, Accounting Branch Chief, at 202-942-
1783.  Please direct any other questions to David Lyon at 202-942-
1796, or to me at 202-942-1874.

								Sincerely,

								Mark Webb

Legal Branch Chief

By fax: Elizabeth Lord
             Fax number 304-340-1080
??

??

??

??

MVB Financial Corp.
page 4

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CORRESP
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Acceleration Request

 MVB FINANCIAL CORP.

 301 Virginia Avenue

 Fairmont, West Virginia 26554-2777

 Telephone (304) 363-4800

 May 9, 2005

 VIA EDGAR

 United States Securities & Exchange Commission

 450 5th Street, N.W.

 Washington, D.C. 20549-1004

 Re:

 MVB Financial Corp.

 Form SB-2

 File No. 333-120931

 Dear Sir or Madam:

 Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Form SB-2 Registration Statement for MVB Financial Corp., to 10:00 a.m., May 11, 2005, or as soon thereafter as practicable. We hereby confirm that
management of the registrant is aware of its obligations under the Securities Act of 1933.

 If there are any comments or questions with respect to the Registration Statement or the acceleration thereof, please contact Charles D. Dunbar or Elizabeth Osenton Lord at (304) 340-1000, or me at the number above.

 Very truly yours,

 /s/ James R. Martin

 James R. Martin

 President and Chief Executive Officer

 cc:

 David Lyon

 Chris Harley

 Charles D. Dunbar

 Elizabeth Osenton Lord

CORRESP
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filename1.htm

Acceleration Request

 MVB FINANCIAL CORP.

 301 Virginia Avenue

 Fairmont, West Virginia 26554-2777

 Telephone (304) 363-4800

 March 23, 2005

 VIA EDGAR

 United States Securities & Exchange Commission

 450 5th Street, N.W.

 Washington, D.C.
20549-1004

Re:
MVB Financial Corp.

Form SB-2

File No. 333-120931

 Dear Sir or Madam:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Form SB-2 Registration Statement for MVB Financial Corp., to 2:00 p.m., March 25, 2005, or as
soon thereafter as practicable. We hereby confirm that management of the registrant is aware of its obligations under the Securities Act of 1933.

 If there are any comments or questions with respect to the Registration Statement or the acceleration thereof, please contact Charles D. Dunbar or
Elizabeth Osenton Lord at (304) 340-1000, or me at the number above.

 Very truly yours,

 /s/ James R. Martin

 James R. Martin

 President and Chief Executive Officer

 JRM/skf/CO931598

cc:
David Lyon via Facsimile – (202) 942-9530

Charles D. Dunbar, Esq.

Elizabeth Osenton Lord, Esq.