525 W. Monroe Street
Chicago, IL 60661-3693
312.902.5200 tel
312.902.1061 fax
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Robert J. Wild
robert.wild@kattenlaw.com
312.902.5567 direct
312.902.1061 fax
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Re:
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Meta Financial Group, Inc.
Registration Statement on Form S-3
Filed May 31, 2012
File No. 333-181783
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1.
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Please advise the staff whether each selling stockholder is a broker-dealer or an affiliate, as defined by Rule 405, of a broker-dealer. Please tell us whether they acquired their securities as compensation for the professional services of the broker-dealer, or if the securities were acquired as investments.
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CHARLOTTE
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CHICAGO
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IRVING
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LONDON
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LOS ANGELES
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NEW YORK
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OAKLAND
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ORANGE COUNTY
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SHANGHAI
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WASHINGTON, DC
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WWW.KATTENLAW.COM
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2.
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For any registered broker-dealer who acquired the securities to be resold otherwise than as compensation securities for services, revise your disclosure to identify that registered broker-dealer as an underwriter of the securities to be resold.
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3.
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If any of the selling stockholders are affiliates of broker-dealers (but not broker-dealers), then include disclosure indicating whether those broker-dealer affiliates:
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·
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purchased the securities in the ordinary course of business; and
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·
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at the time of the purchase, the seller had no agreements or understandings, directly or indirectly, with any person to distribute the securities.
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4.
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Unless you indicate that these two conditions are met, it appears you should indicate that the broker-dealer affiliates are underwriters. Please revise accordingly, or tell us why you don’t believe any broker-dealer affiliate offering shares for resale is unable to make the above representations is not acting as an underwriter. We may have further comment.
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5.
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With respect to each selling stockholder that is not a natural person, please revise to identify the natural person or persons who exercise sole or shared voting and/or dispositive powers over the securities.
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Very truly yours, | ||
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/s/ Robert J. Wild | ||
Robert J. Wild | ||
Enclosures
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