0001591588-14-000013.txt : 20140314 0001591588-14-000013.hdr.sgml : 20140314 20140210150538 ACCESSION NUMBER: 0001591588-14-000013 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A-Mark Precious Metals, Inc. CENTRAL INDEX KEY: 0001591588 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 112464169 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 429 SANTA MONICA BLVD STREET 2: SUITE 230 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-587-1414 MAIL ADDRESS: STREET 1: 429 SANTA MONICA BLVD STREET 2: SUITE 230 CITY: SANTA MONICA STATE: CA ZIP: 90401 CORRESP 1 filename1.htm SECresponseletter__2_7_14_rev1


February 10, 2014

VIA EDGAR

Ms. Jennifer Thompson
Accounting Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

Re:     A-Mark Precious Metals, Inc.
Registration Statement on Form S-1/A
Filed January 31, 2014
File No. 333-192260

Dear Ms. Thompson:

On behalf of A-Mark Precious Metals, Inc. (the “Company”), we provide the Company’s responses to the oral comments received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”).

For your convenience, the Staff’s comments have been restated below in their entirety, with the response to each comment set forth immediately below the comment. The revisions to the Registration Statement described below are reflected in an amendment to the Registration Statement being filed simultaneously with this letter, courtesy copies of which, marked to reflect these revisions, are being delivered to the Staff.

References to the “Prospectus” are to the prospectus included in the Registration Statement.

1.
With respect to the parties identified in the related party transaction disclosure, provide the basis on which these parties are deemed related.  The disclosure is currently unclear on this point.

The disclosure on pages 81, F-26, F-27, F-53 of the Prospectus has been revised in response to the Staff’s comment.




2.
Update the disclosure on the 2014 stock plan to describe its status, for example when it is intended that the plan would be adopted.

The disclosure on page 72 of the Prospectus has been revised in response to the Staff’s comment.

3.
The language on the conditions at the bottom of page 7, which was inserted in Amendment #1, was dropped from Amendment #2 and should be reinserted. 

The disclosure on page 7 of the Prospectus has been revised in response to the Staff’s comment.

4.
Include the weighted average daily interest rate with respect to the Company’s trading facility.

The disclosure on pages 40, 41, 42, 44, F-27 and F-54 of the Prospectus has been revised in response to the Staff’s comment.

6.
The par value of the Company’s common stock appears to be misstated in the Capitalization table
    
The par value of the Company’s common stock has been corrected in the Capitalization table on page 33 of the Prospectus.

If you have any questions or comments with respect to the above, please contact Thor Gjerdrum at (310) 587-1414.


Very truly yours,
/s/ Carol Meltzer
Carol Meltzer
Executive Vice President and General Counsel



cc:     Scott Rosenblum, Kramer Levin Naftalis & Frankel LLP
Abbe L. Dienstag, Kramer Levin Naftalis & Frankel LLP