PENN VIRGINIA CORPORATION
14701 St. Marys Lane, Suite 275
Houston, Texas 77079
December 16, 2016
BY EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Division of Corporation Finance
Attention: | H. Roger Schwall |
Assistant Director
Office of Natural Resources
RE: | Penn Virginia Corporation |
Registration Statement on Form S-1
Filed November 18, 2016
File No. 333-214709
Ladies and Gentlemen:
On behalf of Penn Virginia Corporation (the Company), enclosed is a copy of Amendment No. 1 (Amendment No. 1) to the Companys Registration Statement on Form S-1 (the Registration Statement) that was filed today via EDGAR, marked to show changes made to the Registration Statement submitted to the Securities and Exchange Commission (the Commission) on November 18, 2016. The changes reflected in Amendment No. 1 include those made in response to the comment of the staff of the Division of Corporation Finance of the Commission (the Staff) set forth in the Staffs letter of December 8, 2016.
Set forth below is the Companys response to the Staffs comment, preceded by the Staffs comment for ease of reference. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement.
Form S-1
1. | We have completed our review of your confidential treatment request and have no further comments. Amend the registration statement to incorporate by reference the amended Form 10-Q and any other Exchange Act filings you make subsequent to November 18, 2016, and prior to the requested effective date. See Item 12(a)(1) of Form S-1. |
RESPONSE: We have amended our registration statement to incorporate by reference our Quarterly Report on Form 10-Q/A filed on November 28, 2016 and any other Exchange Act filings made by the Company subsequent to November 18, 2016 and prior to the requested effective date. Please see page 27 of Amendment No. 1.
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United States Securities and Exchange Commission
Page 2
If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Hillary Holmes of Baker Botts L.L.P. at (713) 229-1508.
Very truly yours, | ||
PENN VIRGINIA CORPORATION | ||
By: | /s/ John A. Brooks | |
John A. Brooks | ||
Interim Principal Executive Officer, Executive Vice President and Chief Operating Officer |
cc: | Katherine J. Ryan, Penn Virginia Corporation |
Hillary Holmes, Baker Botts L.L.P.