December 17, 2018

 

VIA EDGAR

 

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

Re:

The Simply Good Foods Company

 

Registration Statement on Form S-3

 

Filed December 6, 2018

 

File No. 333-228696

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, The Simply Good Foods Company (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement on Form S-3 be accelerated so that it becomes effective at 4:00 p.m., Eastern Time, on Wednesday, December 19, 2018, or as soon thereafter as practicable.

 

Please call Ned Prusse of Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

 

 

Respectfully submitted,

 

 

 

 

By:

/s/ Todd E. Cunfer

 

Todd E. Cunfer

 

Chief Financial Officer