SecProbe.io

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 Document UWM Holdings Corporation 585 South Boulevard E. Pontiac, Michigan 48341 February 5, 2026 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attention: Ms. Madeline Joy Mateo Re: UWM Holdings Corporation Registration Statement on Form S-4 Filed January 30, 2026 File No. 333-293106 Dear Ms. Mateo: UWM Holdings Corporation (the “ Company ”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 9:00 a.m. Eastern Time on February 9, 2026, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time. Once the Registration Statement has been declared effective, please contact our counsel, Kara L. MacCullough of Greenberg Traurig, P.A., at (954) 768-8255 to orally confirm that event or if you have any questions or require additional information regarding this matter. [ Signature Page Follows ] Very truly yours, UWM Holdings Corporation By: /s/ Adam Wolfe Name: Adam Wolfe Title: Executive Vice President, Chief Legal and Administrative Officer cc: Kara MacCullough, Esq. Greenberg Traurig, P.A.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 5, 2026

Mat Ishbia
Chief Executive Officer
UWM Holdings Corporation
585 South Boulevard E.
Pontiac, MI 48341

 Re: UWM Holdings Corporation
 Registration Statement on Form S-4
 Filed January 30, 2026
 File No. 333-293106
Dear Mat Ishbia:

 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 Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Kara MacCullough, Esq.
</TEXT>
</DOCUMENT>

July 22, 2024
Andrew Hubacker
Chief Financial Officer
UWM Holdings Corporation
585 South Boulevard E.
Pontiac, MI 48341
Re:UWM Holdings Corporation
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39189
Dear Andrew Hubacker:
            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

585 South Boulevard E

Pontiac, Michigan 48341

June 20, 2024

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attention:    Marc Thomas

Robert Klein

Re:        UWM Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 10-Q for the Quarterly Period Ended March 31, 2024

File No. 001-39189

Dear Mr. Thomas and Mr. Klein,

This letter sets forth the responses for UWM Holdings Corporation (the “Company” or "we" or "our" or "us") to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in your letter dated June 7, 2024 regarding the Staff’s review of the Company’s Form 10-K for the Fiscal Year Ended December 31, 2023 and Form 10-Q for the Quarterly Period Ended March 31, 2024 (the “Comment Letter”). The discussion below is presented in the order of the numbered comments in the Comment Letter. For your convenience, we have set forth below the Staff’s comments followed by the Company’s responses thereto.

Form 10-K for the Fiscal Year Ended December 31, 2023

Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Years Ended December 31, 2023, 2022 and 2021

Loan production income, page 43

1.We note your presentation of primary loss as a component of your loan production income. Please tell us and revise your disclosures in future filings for the following.

•Clearly define primary loss and provide an overview discussion of it, such as the

typical or average timeframe from loan origination to secondary market loan sale, and if there are differences depending on the type of loan sold.

•To the extent applicable, disclose and discuss any significant components comprising the primary loss (e.g., fair value adjustments, fees charged by investors, compensation earned by the Independent Mortgage Brokers, other, etc.).

•Provide a thorough discussion addressing any specific factors (e.g., fair value movements, amounts attributable to conventional, government, jumbo loans, etc.) driving the changes for the primary loss, and its significant components, during the periods presented.

With respect to the first bullet in the Staff's comment, the Company respectfully advises the Staff that we include disclosure of the components of revenue including the components of loan production income within MD&A (included on page 41 of the Company's Form 10-K for the year ended December 31, 2023), and similar disclosure of the components of loan production income is also included in Note 1 of the financial statements included in this Form 10-K.  This disclosure includes the following discussion of the primary gain component:

•primary gain, which represents the premium we may receive in excess of the loan principal amount adjusted for previous fair value adjustments, and certain fees charged by investors upon sale of loans into the secondary market. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings;

The average timeframe from loan origination to secondary market sale for loans both originated and sold in 2023 was approximately 15 calendar days, with conventional and government loans averaging approximately 14 calendar days and jumbo and other averaging approximately 34 calendar days.

In re-reviewing these disclosures in light of the Staff's comment, we note that certain of the other separately described components of loan production income are included within the "primary gain (loss)" component of loan production income quantified and disclosed in the table on page 45 of the 2023 10-K.  Accordingly, we respectfully advise the Staff that we will modify and clarify the disclosure of the components of loan production income within MD&A and in Note 1 of the annual financial statements in future SEC filings to the following:

Loan production income.  Loan production income includes all components related to the origination and sale of mortgage loans, including:

•primary gain (loss), which includes the following:

◦the difference between the estimated fair value or sale price of newly originated loans when sold in the secondary market and the buy price of such originated loans.  The buy price of originated loans includes the loan principal amount, as well as any compensation paid by us to our clients (i.e., the Independent Mortgage Brokers) and any lender credits provided by us to borrowers, offset by discount points (if any) paid by borrowers to us to reduce their interest rate.  Primary gain (loss) also includes changes in the estimated fair value of loans from the origination date to the sale date, and any difference between proceeds received upon sale (net of certain fees charged by investors) and the current fair value of a loan when sold into the secondary market.  When loans are sold with servicing retained, the estimated fair value of the retained and newly originated MSRs is separately recognized apart from the loan and is moved from the "primary gain (loss)" to the "capitalization of MSRs" components of loan production income;

◦the change in fair value of IRLCs and FLSCs (used to economically hedge IRLCs and loans at fair value from the origination to the sale date) due to changes in estimated fair value, driven primarily by interest rates but also influenced by other valuation assumptions;

•loan origination and certain other fees related to the origination of a loan, which generally represent flat, per-loan fee amounts;

•provision for representation and warranty obligations, which represent the reserves initially established at the time of sale for our estimated liabilities associated with the potential repurchase or indemnity of purchasers of loans previously sold due to representation and warranty claims by investors. Included within these reserves are amounts for estimated liabilities for requirements to repay a portion of any premium received from investors on the sale of certain loans if such loans are repaid in their entirety within a specified time period after the sale of the loans; and

•capitalization of MSRs, representing the estimated fair value of newly originated MSRs when loans are sold and the associated servicing rights are retained.

With respect to the second and third bullets in the Staff's comment, the Company respectfully advises the Staff that it will revise its disclosures in future filings to include additional discussion of the significant drivers of period-over-period changes in the components of loan production income.  Following is an illustration of such disclosure as applied to the Form 10-K for the year ended December 31, 2023:

MSRs are an element of the total fair value of originated mortgage loans recognized as part of primary gain (loss) upon loan origination, and are separately recognized and moved between the primary gain (loss) and capitalization of MSRs components of loan production income upon sale of a loan with servicing retained.  These components of total loan production income are primarily impacted by market pricing competition, loan production volume, the estimated fair value of MSRs, and the effectiveness of our pipeline hedging strategies, which can be impacted by changes in market interest rates between the lock date and the date a loan is sold into the secondary market.

The total of primary loss and capitalization of MSRs increased approximately $21.2 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.  This increase was primarily due to a pricing initiative during the second half of 2022 in which our loan buy prices were increased as part of a pricing strategy aimed at long-term growth of the wholesale channel and our market share, partially offset by a decrease in loan production volume of $19.0 billion, or 14.9%, from $127.3 billion in 2022 to $108.3 billion in 2023.  The decrease in production volume was due to lower refinance volume as a result of the higher primary mortgage interest rate environment during all of 2023, partially offset by an increase in purchase volume despite the higher interest rate environment during all of 2023.

The provision for representations and warranties obligations increased by $8.3 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, due to an increase in expected loss rates, partially offset

by the decrease in loan production volume. Loan origination fees increased by approximately $5.6 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, due to increases in certain per loan origination and other fees, partially partially offset by the decrease in loan production volume.

Loan servicing income and Servicing Costs, page 46

2.We note that servicing costs declined from 2022 to 2023 as a result of lower loss mitigation expenses. Please address and revise future filings to describe the nature of the loss mitigation expenses, as well as to quantify the amount of these costs in each period presented, and discuss the period-over-period trends and changes noted in these types of expenses.

The loss mitigation expenses discussed in the referenced section of our 2023 Form 10-K relate to government loans that were originated by the Company and transferred to Ginnie Mae pools and securitized into government-insured mortgage backed securities (MBS), which continue to be serviced by the Company.  If these loans become delinquent, the Company as the servicer may work with the borrower to modify the terms of the loan, which could include modifications to the interest rate, loan term, principal balance, etc. in order to bring the borrower current and to mitigate potential further losses associated with a prolonged delinquency.  In order to effect a loan modification, the Company purchases the Ginnie Mae pool loan out of the MBS at its outstanding unpaid principal balance, executes the appropriate modification with the borrower, then re-pools and redelivers the loan into a Ginnie Mae MBS at the current market price.  As part of these loss mitigation activities, the Company is exposed to market risk based on the difference between the repurchase price and the sale price of the modified loan.  Gains and losses from the purchase and resale of these modified loans are classified as servicing costs, as these activities arise from the Company's mortgage servicing rights and obligations.  These loss mitigation expenses totaled $2.7 million in 2023 and $21.6 million in 2022.  The higher expense in 2022 was attributable to a higher volume of repurchases in 2022 and the significantly increasing mortgage interest rate environment in 2022, which negatively impacted the fair value of the modified loans between the repurchase and redelivery dates.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that to the extent that similar or other types of loss mitigation expenses materially impact servicing costs and related comparisons between periods in the future, the Company will provide additional disclosure in MD&A regarding the nature and amount of such expenses, including a discussion of period-over-period trends and drivers.

Consolidated Statements of Operations, page 65

3.We note that you present total interest income as a component of “total revenues, net” and total interest expense, including both funding facilities and non-funding debt, as a component of total expenses. Please explain your basis for including gross interest income, rather than net interest income, within total revenues on the face of the income statement. In this regard, we note that you already separately disclose, discuss and present a similar measure of net interest income, defined as interest income less interest expense on funding facilities, within the MD&A on page 47. Cite the authoritative guidance or literature supporting your current presentation in your response.

The Company earns interest income on mortgage loans at fair value during the period from origination to sale, and incurs interest expense on two general categories of financing facilities: 1) our warehouse facilities used to fund the origination of mortgage loans, which are generally in the form of master repurchase agreements; and 2) other financing sources, which we refer to as non-funding debt, including our senior unsecured bonds and our secured and unsecured lines of credit.

Article 9 of Regulation S-X requires bank holding companies and banks to present net interest income on the face of their statements of comprehensive income; however, while Article 9 does not preclude non-banks from applying its presentation guidance, this guidance is not directly applicable to the Company, since the Company is not a bank holding company or a bank.  We are not aware of any other specific income statement presentation guidance in U.S. GAAP or in SEC Regulation S-X requiring the presentation of net interest income, and have observed diversity in income statement presentation of interest income and interest expense amongst other non-bank mortgage lenders.  Accordingly, our income statement has historically included the presentation of total interest income earned on loans held at fair value, and total interest expense incurred on funding and non-funding facilities on a gross basis, separately within the "total revenues, net" and "total expenses" sections of the income statement, respectively.

At the same time, we have observed that investors and other users of our financial statements may find value in additional disclosure of the components of the Company's total interest expense, broken out between expense on funding and non-funding debt, given the economic relationship between interest income and funding debt interest expense.  Therefore, we have included disclosure of this additional information within MD&A, along with explanations of some of the key drivers of interest income net of funding debt interest expense and interest expense on non-funding debt.

Form 10-Q for the Quarterly Period Ended March 31, 2024

Notes to Condensed Consolidated Financial Statements Note 8 - Commitments and Contingencies

4.We note your disclosure of Legal Proceedings on page 40. Please revise your financial statement footnotes, in future filings, to include disclosures and information required by ASC 450-20-50 for these potential loss contingencies.

We have included brief descriptions of certain pending legal proceedings other than ordinary routine litigation incidental to the business to which the Company is a party in the "Legal Proceedings" section of our Form 10-Q for the quarterly period ended March 31, 2024, in accordance with Item 103 of Regulation S-K. We respectfully advise the Staff that at the time of the filing of this Form 10-Q, the Company evaluated all pending legal proceedings set forth in this section pursuant to ASC 450 and concluded that it was not probable or reasonably possible that a material loss has been or may be incurred related to these matters.  Consequently, no accrual was made for potential loss contingencies and no disclosure was made related to these matters under the guidance in ASC 450 in the footnotes to the financial statements included in our first quarter 2024 10-Q.  The Company respectfully acknowledges the Staff’s comment and advises the Staff that we will revise future SEC filings to include the disclosures and information required by ASC 450-20-50 related to these matters, including, as applicable, the reasons why no accrual has been made for a loss contingency, in the "Commitment and Contingencies" footnote to the financial statements.

If you have any questions regarding the responses contained in this letter, pleas

United States securities and exchange commission logo
June 7, 2024
Andrew Hubacker
Chief Financial Officer
UWM Holdings Corporation
585 South Boulevard E.
Pontiac, MI 48341
Re:UWM Holdings Corporation
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarterly Period Ended March 31, 2024
File No. 001-39189
Dear Andrew Hubacker:
            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 December 31,2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Years Ended December 31, 2023, 2022 and 2021
Loan production income, page 43
1.We note your presentation of primary loss as a component of your loan production
income. Please tell us and revise your disclosures in future filings for the following.
•Clearly define primary loss and provide an overview discussion of it, such as the
typical or average timeframe from loan origination to secondary market loan sale, and
if there are differences depending on the type of loan sold.
•To the extent applicable, disclose and discuss any significant components comprising
the primary loss (e.g., fair value adjustments, fees charged by investors,
compensation earned by the Independent Mortgage Brokers, other, etc.).
•Provide a thorough discussion addressing any specific factors (e.g., fair value
movements, amounts attributable to conventional, government, jumbo loans, etc.)
driving the changes for the primary loss, and its significant components, during the

 FirstName LastNameAndrew Hubacker
 Comapany NameUWM Holdings Corporation
 June 7, 2024 Page 2
 FirstName LastName
Andrew Hubacker
UWM Holdings Corporation
June 7, 2024
Page 2
periods presented.
Loan servicing income and Servicing Costs, page 46
2.We note that servicing costs declined from 2022 to 2023 as a result of lower loss
mitigation expenses. Please address and revise future filings to describe the nature of the
loss mitigation expenses, as well as to quantify the amount of these costs in each
period presented, and discuss the period-over-period trends and changes noted in these
types of expenses.
Consolidated Statements of Operations, page 65
3.We note that you present total interest income as a component of “total revenues, net” and
total interest expense, including both funding facilities and non-funding debt, as a
component of total expenses. Please explain your basis for including gross interest
income, rather than net interest income, within total revenues on the face of the income
statement. In this regard, we note that you already separately disclose, discuss and present
a similar measure of net interest income, defined as interest income less interest expense
on funding facilities, within the MD&A on page 47. Cite the authoritative guidance or
literature supporting your current presentation in your response.
Form 10-Q for the Quarterly Period Ended March 31, 2024
Notes to Condensed Consolidated Financial Statements
Note 8 - Commitments and Contingencies
4.We note your disclosure of Legal Proceedings on page 40. Please revise your financial
statement footnotes, in future filings, to include disclosures and information required by
ASC 450-20-50 for these potential loss contingencies.
            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 Marc Thomas at 202-551-3452 or Robert Klein at 202-551-3847 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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 UWM Holdings Corporation

585 South Boulevard E

Pontiac, Michigan 48341

 November 19,
2021

 Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, NE

 Washington, DC 20549

Attention:
 Mr. Eric Envall

Re:
 UWM Holdings Corporation

Amendment No. 1 to Form S-1

Registration Statement

 File No. 333-26116

 Dear Mr. Envall:

UWM Holdings Corporation (the “Company”) hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it may become effective at 12:00 p.m. Eastern Time on November 23, 2021, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement has been declared effective, please contact our counsel, Kara MacCullough of Greenberg Traurig, P.A., at (954)
768-8255 to orally confirm that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

Very truly yours,

UWM Holdings Corporation

By:

 /s/ Tim Forrester

Name:

Tim Forrester

Title:

Chief Financial Officer

cc:
 Kara MacCullough, Esq.

Greenberg Traurig, P.A.

[Signature Page to Acceleration Request Letter]

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 UWM Holdings Corporation

585 South Boulevard E

Pontiac, Michigan 48341

 November 16,
2021

 Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, NE

 Washington, DC 20549

Attention:
 Mr. Eric Envall

Re:
 UWM Holdings Corporation

Registration Statement on Form S-1

File No. 333-261116

 Dear Mr. Envall:

 UWM Holdings Corporation (the “Company”) hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it may become effective at 4:45 p.m. Eastern Time on November 18, 2021, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement has been declared effective, please contact our counsel, Kara MacCullough of Greenberg Traurig, P.A., at (954)
768-8255 to orally confirm that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

Very truly yours,

UWM Holdings Corporation

By:

/s/ Tim Forrester

Name:

Tim Forrester

Title:

Chief Financial Officer

cc:
 Kara MacCullough, Esq.

Greenberg Traurig, P.A.

 [Signature Page to
Acceleration Request Letter]

United States securities and exchange commission logo
September 28, 2021
Timothy Forrester
Executive Vice President and Chief Financial Officer
UWM Holdings Corp
585 South Boulevard E
Pontiac, MI 48341
Re:UWM Holdings Corp
Draft Registration Statement on Form S-1
Submitted September 22, 2021
CIK No. 0001783398
Dear Mr. Forrester:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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
cc:       Kara MacCullough

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 UWM Holdings Corporation

585 South Boulevard E

 Pontiac,
Michigan 48341

 February 4, 2021

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, DC 20549

Attention:

Ms. Jessica Livingston, Staff Attorney

Re:

UWM Holdings Corporation

Registration Statement on Form S-1

File No. 333-252422

 Dear Ms. Livingston:

 UWM
Holdings Corporation hereby requests acceleration of the effective date of the above-referenced registration statement so that it may become effective at 12:00 p.m. Eastern Standard Time on February 5, 2021, or as soon as practicable
thereafter.

 Should you have any questions or comments regarding this matter, please contact the Company’s legal counsel, Kara L. MacCullough, Esq.,
at (954) 768-8255.

Very truly yours,

UWM Holdings Corporation

By:

 /s/ Timothy Forrester

Name:

Timothy Forrester

Title:

Executive Vice President and

Chief Financial Officer

cc:
 Kara L. MacCullough, Esq.

Greenberg Traurig, P.A.

United States securities and exchange commission logo
February 2, 2021
Timothy Forrester
Executive Vice President and Chief Financial Officer
UWM Holdings Corp
585 South Boulevard E
Pontiac, MI 48341
Re:UWM Holdings Corp
Registration Statement on Form S-1
Filed January 26, 2021
File No. 333-252422
Dear Mr. Forrester:
            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 Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
December 15, 2020
Mark Stone
Chief Executive Officer
Gores Holdings IV, Inc.
9800 Wilshire Blvd.
Beverly Hills, CA 90212
Re:Gores Holdings IV, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 2, 2020
File No. 001-39189
Dear Mr. Stone:
            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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VIA EDGAR

200 Crescent Court, Suite 300
Dallas, Texas 75201
+1 214 746 7700 tel
+1 214 746 7777 fax

December 14, 2020

 James R. Griffin

+1 214 746 7779

James.Griffin@weil.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3628

 Attn: David Lin, Division of
Corporation Finance, Office of Finance

Re:
 Gores Holdings IV, Inc.

Preliminary Proxy Statement on Schedule 14A (the “Proxy”)

Filed October 2, 2020 and as amended November 6, 2020

File No. 001-39189

Dear Mr. Lin:

 This letter is sent on behalf
of Gores Holdings IV, Inc. (the “Company”) in response to an oral question from the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) regarding the
above-referenced filing.

 As discussed with the Staff by telephone conference, you have asked our view as to whether the amount of fees
paid for Blink+TM by United Shore Financial Services, LLC d/b/a United Wholesale Mortgage (“UWM”) is material and, if so, whether the quantification of such amounts should be
disclosed in the Proxy. We have discussed the Staff’s question with counsel to UWM, who have advised us that such amounts are immaterial to UWM noting, in particular, that such fees did not exceed $500,000 for the prior fiscal year and are not
expected to be material to UWM in the current fiscal year. Accordingly, we are of the view that such amounts need not be specifically quantified as they are immaterial to UWM.

——————————————————————————————————————————————————————————

 If you have any questions or would like further information concerning the response to the Staff’s oral question, please do not hesitate to contact
me at (214) 746-7779. Thank you for your time and consideration.

 Mr. David Lin

 December 14, 2020

Page 2

 Sincerely,

/s/ James R. Griffin

 James R. Griffin, Esq.

cc:
 Via E-mail

Mark Stone

 Kyle C. Krpata, Esq.

 Kara L. MacCullough, Esq.

Laurie L. Green, Esq.

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 VIA EDGAR

200 Crescent Court, Suite 300
Dallas, Texas 75201
+1 214 746 7700 tel
+1 214 746 7777 fax

 November 6, 2020

 James R. Griffin

+1 214 746 7779

James.Griffin@weil.com

 United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Washington,
DC 20549-3628

 Attn: David Lin, Division of Corporation Finance, Office of Finance

Re:
 Gores Holdings IV, Inc.

Preliminary
 Proxy Statement on Schedule 14A

Filed October 2, 2020

File No. 001-39189

Dear Mr. Lin:

This letter is sent on behalf of Gores Holdings IV, Inc. (the “Company”) in response to the comments of the
Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated October 29, 2020 (the “Comment Letter”) regarding the
above-referenced filing.

 Please note that the Company today filed with the Commission Amendment No. 1 to the
Preliminary Proxy Statement on Schedule 14A (“Amendment No. 1”) reflecting, among other things, the revisions set forth below.

For ease of reference, the headings and numbers of the responses set forth below correspond to the headings and numbers in the
Comment Letter, and we have set forth below, in bold, the text of the Staff’s comment prior to each of the responses in the same order as presented in the Comment Letter.

Preliminary Proxy Statement on Schedule 14A filed October 2, 2020

What vote is required to approve the proposals presented at the Special Meeting?, page 18

1.
 Comment: Please revise to discuss the minimum percentage of Common Stock held by Public Stockholders that
will be needed to vote in favor of the Business Combination Proposal, in order to approve the proposal. In that regard we note that your Initial Stockholders have agreed to vote their shares of Common Stock in favor of the proposal.

 Mr. David Lin

November 6, 2020

  Page
 2

 Response: The Staff’s comment is noted. As requested by the Staff, the
Company has revised the disclosure on pages 18, 137 and 179 of Amendment No. 1 to address the Staff’s comment.

 What happens
if the Business Combination Proposal is not approved?, page 19

2.
 Comment: Please revise to clarify here, if true, that you may amend your certificate of incorporation to
extend your business combination deadline without limitation. We note your related disclosure in the first risk factor on page 92. If there are reasons why you cannot or will not seek shareholder approval to extend such deadline, please state why.
Please add similar clarification elsewhere in your filing where you mention the January 28, 2022 deadline.

Response: The Staff’s comment is noted. The Company respectfully advises the Staff that the Company’s certificate of
incorporation may be amended by the board of directors of the Company, including to extend the business combination deadline, but that any such amendment would require the adoption of such amendment by the affirmative vote of the holders of 65% of
all then outstanding shares of the Company’s common stock. As requested by the Staff, the Company has revised the disclosure on pages 19, 23, 24, 27, 44, 90, 94, 96, 130, 131, 136, 163 and 281 of Amendment No. 1 to address the Staff’s
comment.

 Reasons for the Approval of the Business Combination, page 42

3.
 Comment: Please revise here to also discuss the negative factors that the board considered concerning the
Business Combination.

 Response: The Staff’s comment is noted. As requested by the Staff, the
Company has provided additional disclosure on page 44 of Amendment No. 1 to address the Staff’s comment.

 Selected
Consolidated Historical Financial and Other Information of UWM, page 50

4.
 Comment: We note your disclosure of financial information for the twelve months ended June 30, 2020.
Please revise to also provide the loan production data, as disclosed on page 52, for the twelve months ended June 30, 2020 as well.

Response: The Staff’s comment is noted. As requested by the Staff, UWM has revised the disclosure on page 53 of Amendment
No. 1 to provide loan production data for the twelve months ended September 30, 2020, consistent with the updated financial information provided for the twelve months ended September 30, 2020.

Risks Related to UWM’s Business, page 58

5.
 Comment: Noting your disclosure in the fifth to last bullet on page 56, please tell us what consideration
you have given to adding risk factor disclosure specifically addressing any risk that UWM is unable to continue to grow, or effectively manage the growth of, its loan origination volume.

 Mr. David Lin

November 6, 2020

  Page
 3

 Response: The Staff’s comment is noted. In response, UWM has revised the
disclosure on page 64 of Amendment No. 1 to include a risk factor addressing the Staff’s comment.

 Proposal No. 1—Approval of the
Business Combination

 Background of the Business Combination, page 146

6.
 Comment: Please supplementally provide us with copies of any presentations relating to the Business
Combination that Moelis presented to your board. Please contact the staff member associated with the review of this filing to discuss how to submit any materials to us for our review.

Response: The Staff’s comment is noted. As requested by the Staff, Moelis has confidentially provided the Staff with the
presentations relating to the Business Combination that it presented to our board.

 Certain Company Projected Financial Information, page 159

7.
 Comment: We note your attempt to limit reliance on the disclosed financial projections in the third to
last paragraph on page 159 and the first paragraph on page 160. Although you may place the disclosed information in appropriate context, by disclosing underlying assumptions and discussing the purposes for which the information was prepared, because
this information constitutes public disclosure, you may not limit reliance in this way. Please revise to remove broad limitations on reliance.

Response: The Staff’s comment is noted. As requested by the Staff, the Company has revised the disclosure on pages 164 and
165 of Amendment No. 1 to address the Staff’s comment.

 Proposal No. 4D: Selection of the Sixth Judicial Court, Oakland
County, Michigan..., page 183

8.
 Comment: We note that the Proposed Charter includes a provision requiring exclusive forum in the state
courts in the State of Michigan or the State of Delaware for any “derivative action.” Please disclose whether the provision applies to actions arising under the Securities Act or Exchange Act. If the provision applies to Securities Act
claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the Proposed Charter states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or
Exchange Act.

 Mr. David Lin

November 6, 2020

  Page
 4

 Response: The Staff’s comment is noted. UWM respectfully advises the
Staff that the exclusive forum selection provision identified in the Proposed Charter does not apply to actions arising under the Securities Act or Exchange Act. UWM has revised the disclosure on page 106 of Amendment No. 1 accordingly and
hereby undertakes to provide disclosure substantially similar to the following in future Exchange Act periodic reports with respect to the discussion of the actions for which the exclusive forum selection provision of the Proposed Charter applies:
“This provision does not apply to actions arising under the Securities Act or the Exchange Act, or any claim for which the federal courts have exclusive jurisdiction.”

UWM’s Business, page 212

9.
 Comment: We note your reference in the first paragraph on page 212 and elsewhere to certain technology
platforms that are exclusively licensed to UWM. Please revise to disclose the material terms of such licenses.

Response: The Staff’s comment is noted. As requested by the Staff, UWM has revised the disclosure on page 232 of Amendment
No. 1 to address the Staff’s comment.

 Leading in the Growing Wholesale Channel, page 213

10.
 Comment: Please revise to explain the meaning of the term
“non-QM loan,” which you reference at the bottom of page 214. Also please define the acronym “SAAR” appearing in the graphic headed “New Home Sales and Existing Home Sales” on
page 219.

 Response: The Staff’s comment is noted. As requested by the Staff, UWM has revised
the disclosure on pages 8 and 221 of Amendment No. 1 to define and clarify the term “non-QM loan” and has revised the disclosure on page 226 to Amendment No. 1 to define the acronym
“SAAR.”

 Market Opportunity, page 218

11.
 Comment: Due to the size of your print, the graphics appearing on pages 219 and 220 are difficult to
read. Please provide your disclosure in a more readable format.

 Response: The Staff’s comment
is noted. As requested by the Staff, UWM has improved the readability of the referenced charts which appear on pages 226 and 227 of Amendment No. 1.

 Mr. David Lin

November 6, 2020

  Page
 5

 Loan Closings, page 223

12.
 Comment: You disclose that for the twelve months ended June 30, 2020, “UWM closed approximately
415,000 loans with an application to clear-to-close of an average of 17 days during that period, which it believes is materially below the industry average.” Please
revise to quantify the industry average application to clear-to-close time, and your source for this information.

Response: The Staff’s comment is noted. UWM respectfully advises the Staff that UWM measures the time period between
application submission to “clear-to-close” as it believes this metric most accurately reflects the time that the mortgage lender takes to process the application, but does not include the additional time that a broker may incur between
“clear-to-close” and “closing”. However, available third-party industry information typically measures from application submission to “closing”, based on available data. UWM management’s belief that its processing
time is materially below the industry average is based on (i) the Origination Insight Report by Ellie Mae (a third party that bases its report on U.S. mortgage applications from multiple mortgage lenders that are processed using its technology) and
UWM’s estimate that the period from “clear-to-close” and “closing” is approximately three to four days (based on UWM’s historical experience). Pursuant to the Ellie Mae Origination Insight Report for September 2020, the
average time to close all residential mortgage loans was 51 days; consequently, UWM management estimates that the average time from application submission to “clear-to-close” for the industry is approximately 47 days. As requested by the
Staff, UWM has revised the disclosure on page 230 of Amendment No. 1 to reflect UWM management’s belief regarding the industry average to address the Staff’s comment.

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

Operations

Non-GAAP Financial Measures, page 237

13.
 Comment: We note your adjustment for impairment/(recovery) of MSRs was $40,364 for the six months ended
June 30, 2019 and $20,559 for the year ended December 31, 2019, indicating that the Company recognized recoveries of $19,805 during the six month period from July 1, 2019 to December 31, 2019. We also note your policy disclosure
on page F- 33 and elsewhere that valuation recoveries are recorded in subsequent periods of occurrence. Please provide us with more details regarding the nature of the recoveries referenced above, including
quantitative information and basis for recognition.

 Response: The Staff’s comment is noted. As
discussed in Note A to the UWM audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018 included in Amendment No. 1, and consistent with the guidance in ASC 860-50-35, UWM’s accounting policy is to subsequently measure MSRs using the amortization method, after initially recognizing MSRs upon the sale of a mortgage loan with servicing retained at fair value
in accordance with ASC 860-50-30. Under this method, MSRs are amortized in proportion to and over the period of estimated net servicing income and evaluated for
impairment based on fair value at each reporting period. For impairment purposes, UWM stratifies its single class of MSRs, which all relate to residential

 Mr. David Lin

November 6, 2020

  Page
 6

mortgage loans, based on interest rates and recognizes impairment through a valuation allowance for each interest rate stratum, measured as the amount by which the carrying value of a stratum
exceeds fair value. The valuation allowance is subsequently adjusted (reduced) for subsequent increases in the fair value of each stratum, not to exceed the carrying value of MSRs for that stratum. During the six months ended June 30, 2019, UWM
recorded impairment of MSRs totaling $40,364 through a valuation allowance. In the three months ended September 2019, UWM recorded an additional $21,827 of impairment (total valuation allowance of $62,190 as of September 30, 2019) and in the
three months ended December 2019, the valuation allowance was reduced by $41,631 (ending valuation allowance of $20,559 as of December 31, 2019). Part of the reason for the reduction in the valuation allowance in the quarter ended
December 31, 2019 was due to a sale of MSRs in the three months ended December 31, 2019. Sales are recorded at the individual asset level (without application of valuation allowance to individual MSR assets contemplated in the sale).
Additionally, UWM had significantly greater individual MSR asset “paid-in-full” write-offs during the quarter ($19.4 million in the three months ended
December 31, 2019 compared to $3.3 million in the three months ended September 30, 2019). Due to the sales and the greater specific reductions of individual MSR assets from prepayments (both of which reduce the carrying values of MSRs
for the stratums in which these individual MSR assets reside), the impairment test demonstrated that a lower total valuation allowance was required as of December 31, 2019.

Loan Funding Facilities

 Warehouse Facilities, page
249

14.
 Comment: We note your disclosure that each of UWM’s warehouse facilities allows the bank extending
the advances to evaluate regularly the market value of the underlying loans that are serving as collateral. Further, if a bank determines that the value of the collateral has decreased, the bank can require UWM to provide additional collateral or
reduce the amount outstanding with respect to the corresponding loan (e.g., initiate a margin call). As it relates to the above, please address the following:

•

 Tell us and revise to disclose the most recent time and frequency that a bank has conducted such an
evaluation and the outcome of their evaluation; and

•

 Revise your disclosures to provide a more thorough discussion of the characteristics of the underlying
loans serving as collateral, including information such as loan types, maturity, delinquency information and other.

Response: The Staff’s comment is noted. UWM respectfully advises the Staff, that as disclosed in “Loan Funding
Facilities—Warehouse Facilities” on page 256 of Amendment No. 1, UWM’s warehouse facilities are primarily in the form of master repurchase agreements (secured borrowings), in which loans are generally financed at
approximately 97% to 98% of the principal balance of the loan. The loans that serve as collatera

United States securities and exchange commission logo
October 29, 2020
Mark Stone
Chief Executive Officer
Gores Holdings IV, Inc.
9800 Wilshire Blvd.
Beverly Hills, CA 90212
Re:Gores Holdings IV, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 2, 2020
File No. 001-39189
Dear Mr. Stone:
            We have reviewed your 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 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.
Preliminary Proxy Statement on Schedule 14A filed October 2, 2020
What vote is required to approve the proposals presented at the Special Meeting?, page 18
1.Please revise to discuss the minimum percentage of Common Stock held by Public
Stockholders that will be needed to vote in favor of the Business Combination Proposal, in
order to approve the proposal.  In that regard we note that your Initial Stockholders have
agreed to vote their shares of Common Stock in favor of the proposal.
What happens if the Business Combination Proposal is not approved?, page 19
2.Please revise to clarify here, if true, that you may amend your certificate of incorporation
to extend your business combination deadline without limitation.  We note your related
disclosure in the first risk factor on page 92.  If there are reasons why you cannot or will
not seek shareholder approval to extend such deadline, please state why.  Please add
similar clarification elsewhere in your filing where you mention the January 28,
2022 deadline.

 FirstName LastNameMark Stone
 Comapany NameGores Holdings IV, Inc.
 October 29, 2020 Page 2
 FirstName LastNameMark Stone
Gores Holdings IV, Inc.
October 29, 2020
Page 2
Reasons for the Approval of the Business Combination, page 42
3.Please revise here to also discuss the negative factors that the board considered concerning
the Business Combination.
Selected Consolidated Historical Financial and Other Information of UWM, page 50
4.We note your disclosure of financial information for the twelve months ended June 30,
2020.  Please revise to also provide the loan production data, as disclosed on page 52, for
the twelve months ended June 30, 2020 as well.
Risks Related to UWM’s Business, page 58
5.Noting your disclosure in the fifth to last bullet on page 56, please tell us what
consideration you have given to adding risk factor disclosure specifically addressing any
risk that UWM is unable to continue to grow, or effectively manage the growth of, its loan
origination volume.
Proposal No. 1 - Approval of the Business Combination
Background of the Business Combination, page 146
6.Please supplementally provide us with copies of any presentations relating to the Business
Combination that Moelis presented to your board.  Please contact the staff member
associated with the review of this filing to discuss how to submit any materials to us for
our review.
Certain Company Projected Financial Information, page 159
7.We note your attempt to limit reliance on the disclosed financial projections in the third to
last paragraph on page 159 and the first paragraph on page 160.  Although you may place
the disclosed information in appropriate context, by disclosing underlying assumptions
and discussing the purposes for which the information was prepared, because this
information constitutes public disclosure, you may not limit reliance in this way. Please
revise to remove broad limitations on reliance.
Proposal No. 4D: Selection of the Sixth Judicial Court, Oakland County, Michigan..., page 183
8.We note that the Proposed Charter includes a provision requiring exclusive forum in the
state courts in the State of Michigan or the State of Delaware for any "derivative action."
Please disclose whether the provision applies to actions arising under the Securities Act or
Exchange Act.  If the provision applies to Securities Act claims, please also state that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,

 FirstName LastNameMark Stone
 Comapany NameGores Holdings IV, Inc.
 October 29, 2020 Page 3
 FirstName LastNameMark Stone
Gores Holdings IV, Inc.
October 29, 2020
Page 3
please also ensure that the exclusive forum provision in the Proposed Charter states this
clearly, or tell us how you will inform investors in future filings that the provision does
not apply to any actions arising under the Securities Act or Exchange Act.
UWM's Business, page 212
9.We note your reference in the first paragraph on page 212 and elsewhere to certain
technology platforms that are exclusively licensed to UWM.  Please revise to disclose the
material terms of such licenses.
Leading in the Growing Wholesale Channel, page 213
10.Please revise to explain the meaning of the term "non-QM loan," which you reference at
the bottom of page 214.  Also please define the acronym "SAAR" appearing in the
graphic headed "New Home Sales and Existing Home Sales" on page 219.
Market Opportunity, page 218
11.Due to the size of your print, the graphics appearing on pages 219 and 220 are difficult to
read. Please provide your disclosure in a more readable format.
Loan Closings, page 223
12.You disclose that for the twelve months ended June 30, 2020, "UWM closed
approximately 415,000 loans with an application to clear-to-close of an average of 17
days during that period, which it believes is materially below the industry average."
Please revise to quantify the industry average application to clear-to-close time, and your
source for this information.
UWM's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 237
13.We note your adjustment for impairment/(recovery) of MSRs was $40,364 for the six
months ended June 30, 2019 and $20,559 for the year ended December 31, 2019,
indicating that the Company recognized recoveries of $19,805 during the six month period
from July 1, 2019 to December 31, 2019.  We also note your policy disclosure on page F-
33 and elsewhere that valuation recoveries are recorded in subsequent periods of
occurrence.  Please provide us with more details regarding the nature of the recoveries
referenced above, including quantitative information and basis for recognition.
Loan Funding Facilities
Warehouse Facilities, page 249
14.We note your disclose that each of UWM’s warehouse facilities allows the bank extending
the advances to evaluate regularly the market value of the underlying loans that are
serving as collateral.  Further, if a bank determines that the value of the collateral has

 FirstName LastNameMark Stone
 Comapany NameGores Holdings IV, Inc.
 October 29, 2020 Page 4
 FirstName LastNameMark Stone
Gores Holdings IV, Inc.
October 29, 2020
Page 4
decreased, the bank can require UWM to provide additional collateral or reduce the
amount outstanding with respect to the corresponding loan (e.g., initiate a margin call).
As it relates to the above, please address the following:

•Tell us and revise to disclose the most recent time and frequency that a bank has
conducted such an evaluation and the outcome of their evaluation; and

•Revise your disclosures to provide a more thorough discussion of the characteristics
of the underlying loans serving as collateral, including information such as loan
types, maturity, delinquency information and other.
Critical Accounting Policies
Mortgage Servicing Rights, page 256
15.We note your discussion of the inputs and assumptions used to determine fair value of
MSRs.  Please expand your disclosures to quantify and discuss the impact of your
estimates, along with factors impacting your determination of the estimates, related to
these critical accounting policies during each period presented. Refer to SEC Interpretive
Release 33-8350 for guidance on MD&A disclosures.
Executive Compensation
Summary Compensation Table for Fiscal 2019, page 263
16.Footnote 1 to the table discloses that Mr. Ishbia received a $1.0 million annual bonus in
2019.  Please revise to clarify how such bonus amount was determined.  If the bonus
amount was determined on a discretionary basis, please revise to so state.  Also please
clarify whether he is expected to receive such annual bonus award in the future.
United Shore Financial Services, LLC
Notes to Audited Consolidated Financial Statements as of December 31, 2019 and 2018
L. Fair Value Measurements, page F-64
17.We note your disclosure that you measure the fair value of some assets on a nonrecurring
basis (page 75) but also note that you do not include related disclosures for such items
(i.e., MSRs) within your fair value footnotes.  Please revise your fair value footnote to
clarify and provide all required disclosures or cross-reference to where the disclosures are
provided.
General
18.Please provide us your analysis as to whether the post-combination company will be an
"investment company" as defined in Section 3 of the Investment Company Act of 1940.
In that regard we note that the post-combination company’s direct assets will consist
of UWM Class A Common Units and cash, and those UWM Class A Common Units will
represent only 6.4% of the economic interest in UWM LLC.

 FirstName LastNameMark Stone
 Comapany NameGores Holdings IV, Inc.
 October 29, 2020 Page 5
 FirstName LastName
Mark Stone
Gores Holdings IV, Inc.
October 29, 2020
Page 5
            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 Cara Lubit at 202-551-5909 or Robert Klein at 202-551-3847 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Lin at 202-551-3552 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 Gores Holdings IV, Inc.

9800 Wilshire Blvd.

 Beverly Hills,
CA 90212

 January 21, 2020

 VIA
EMAIL & EDGAR

 Paul Fischer

 Staff
Attorney

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549-4561

Re:
 Gores Holdings IV, Inc. (the “Company”) Registration Statement on Form
S-1 (Registration No. 333-235378)

 Dear
Mr. Fischer:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, we respectfully request that the effective date of
the Company’s Registration Statement on Form S-1 (File No. 333-235378) be accelerated by the Securities and Exchange Commission (the “Commission”) to
4:00 p.m. Washington D.C. time on January 23, 2020 or as soon as practicable thereafter.

 The Company is aware of its
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.

The Company acknowledges that should the Commission or its 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. In addition, the Company acknowledges that 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 the filing. Finally, the Company acknowledges that it may not assert 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.

 We request that we be notified of such
effectiveness by a telephone call to Heather Emmel of Weil, Gotshal & Manges LLP at (212) 310-8849 and that such effectiveness also be confirmed in writing.

Very truly yours,

Gores Holdings IV, Inc.

By:

 /s/ Mark Stone

Name:

Mark Stone

Title:

Chief Executive Officer

cc:
 Securities and Exchange Commission

Robert Shapiro, Staff Accountant

Robert S. Littlepage, Accounting Branch Chief

Celeste M. Murphy, Legal Branch Chief

Securities and Exchange Commission

Weil, Gotshal & Manges LLP

Heather Emmel, Esq.

Ropes & Gray LLP

 Paul
D. Tropp, Esq.

CORRESP
1
filename1.htm

CORRESP

 Deutsche Bank Securities Inc.

60 Wall Street

 New York, New York 10005

January 21, 2020

 VIA EMAIL &
EDGAR

 Office of Telecommunications

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street NE

 Washington, D.C. 20549-3561

Re:
 Gores Holdings IV, Inc. (the “Company”)

Registration Statement on Form S-1 (Registration
No. 333-235378)

 Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the
undersigned, for itself and as representative of any other underwriters, hereby joins the request of Gores Holdings IV, Inc. that the effectiveness for the above-captioned Registration Statement on Form S-1
(as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern Time, on January 23, 2020, or as soon thereafter as practicable, or
at such other time as the Company or its outside counsel, Weil, Gotshal & Manges LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that we have effected the following distribution of
the Company’s Preliminary Prospectus dated January 21, 2020:

(i)
 Date of distribution: January 22, 2020 and January 23, 2020

(ii)
 Number of prospective underwriters to which the preliminary prospectus was furnished: 1

(iii)
 Number of prospectuses expected furnished to underwriters, dealers, institutions and others: approximately 50

 We, the undersigned, as representative of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

DEUTSCHE BANK SECURITIES INC.

Acting severally on behalf of themselves and the several Underwriters

Deutsche Bank Securities Inc.

By:

 /s/ Brandon Sun

Name:

Brandon Sun

Title:

Director

By:

 /s/ Mahesh Srinivasan

Name:

Mahesh Srinivasan

Title:

Managing Director

 [Signature Page to
Acceleration Request Letter]

August 23, 2019
Alec Gores
Chairman
Gores Holdings IV, Inc.
9800 Wilshire Boulevard
Beverly Hills, CA 90212
Re:Gores Holdings IV, Inc.
Draft Registration Statement on Form S-1
Filed on July 31, 2019
CIK No. 0001783398
Dear Mr. Gores:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1, filed on July 31, 2019
Our Acquisition Process, page 8
1.We note your statement on page 8, paragraph 2, that "any such companies, including
Gores Holdings III and Gores Metropoulos, may present additional conflicts of interest in
pursuing an acquisition target." Please revise the following sentence to provide the basis
for your subsequent statement that you "do not believe that any potential conflicts would
materially affect [y]our ability to complete [y]our initial business combination."
2.Prominently disclose that your amended and restated certificate of incorporation will
provide that you renounce your interest in any corporate opportunity offered to any
director or officer unless such opportunity is expressly offered to such person soley in his
or her capacity as a director or officer of your company and such opportunity is one you

 FirstName LastNameAlec  Gores
 Comapany NameGores Holdings IV, Inc.
 August 23, 2019 Page 2
 FirstName LastName
Alec  Gores
Gores Holdings IV, Inc.
August 23, 2019
Page 2
are legally and contractually permitted to undertake and would otherwise be reasonable
for you to pursue.  Further explain the business purpose for your surrender of corporate
opportunities and the ways in which these waivers could have a negative impact on your
ability to complete your initial business combination.
3.Please discuss what procedures you will have in place to vet conflicts of interest in
pursuing an acquisition target.
4.Include a chart highlighting by name and position, your officers and directors, who have
existing fiduciary or contractual obligations to present corporate opportunities to specific
entities before such corporate opportunities may be presented to you.
5.Disclose the fiduciary duties and contractual obligations your officers and directors have
to you.
6.Explain why your management team and your independent directors may have a conflict
of interest in determining whether a particular business is an appropriate business with
which to effectuate your initial business combinations vis-a-vis their founder shares and/or
private placement warrants.
            You may contact Robert Shapiro, Staff Accountant, at 202-551-3273, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257, with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Heather Emmel