COVER 8 filename8.htm Document


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CAM C. HOANG
(612) 492-6109
FAX (612) 340-7800
hoang.cam@dorsey.com
 
 
January 16, 2018
 
 
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
 
Attention: Mr. Christopher Dunham
 
Re:
 
Heartland Financial USA, Inc.
 
 
Amendment No. 1 to Registration Statement on Form S-4
 
 
Registration Number No. 333-222169
    
Dear Mr. Dunham:

Accompanying this letter and filed electronically by EDGAR is Amendment No. 1 (“Amendment No. 1”) to the above referenced Registration Statement on Form S-4 (the “Registration Statement”) of Heartland Financial USA, Inc. (“Heartland”). As we have discussed, Amendment No. 1 completes outstanding information tied to the record date for the special meeting for Signature Bancshares, Inc. and updates certain information tied to the most recent practicable date before the distribution of the Proxy Statement/Prospectus.

Assuming the Staff does not have any comments on Amendment No. 1, Heartland plans to request effectiveness of the Registration Statement as soon as possible after the Staff advises Heartland that the Staff has no further comments. This timing will facilitate a January mailing of the Proxy Statement/Prospectus for the Special Meeting of Citywide Shareholders to be held on February 20, 2018.
We appreciate your assistance on this matter. If you have comments on Amendment No. 1, or are in a position to advise us that the Staff has no further comments, please contact me (telephone number: (612) 492-6109; e-mail address: hoang.cam@dorsey.com




Very truly yours,
 
/s/ Cam C. Hoang




50 South Sixth Street | Suite 1500 | Minneapolis, MN | 55402-1498 |612.340.2600 |612.340.2868 | dorsey.com



CH:cq
cc: Mr. J. Daniel Patten
Mr. Bryan R. McKeag
Mr. Michael J. Coyle
Heartland Financial USA, Inc.

Mr. Jay L. Swanson
Dorsey & Whitney LLP


50 South Sixth Street | Suite 1500 | Minneapolis, MN | 55402-1498 |612.340.2600 |612.340.2868 | dorsey.com