0001029744-16-000017.txt : 20161130 0001029744-16-000017.hdr.sgml : 20161130 20161130163608 ACCESSION NUMBER: 0001029744-16-000017 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161130 DATE AS OF CHANGE: 20161130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONIC FOUNDRY INC CENTRAL INDEX KEY: 0001029744 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 391783372 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-194450 FILM NUMBER: 162025631 BUSINESS ADDRESS: STREET 1: 222 W. WASHINGTON AVENUE STREET 2: SUITE 775 CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6084431600 MAIL ADDRESS: STREET 1: 222 W. WASHINGTON AVENUE STREET 2: SUITE 775 CITY: MADISON STATE: WI ZIP: 53703 RW 1 rw113016.htm WITHDRAWAL Document


VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Larry Spirgel, Assistant Director
Division of Corporate Finance

Re: Sonic Foundry, Inc.
Registration Statement on Form S-3 (File No. 333-194450)
Application for Withdrawal of Registration Statement

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Sonic Foundry, Inc. (the “Company”) hereby respectfully requests withdrawal of its Registration Statement on Form S-3 (File No. 333-194450), together with all exhibits and amendments thereto (collectively, the “Registration Statement”). The Registration Statement was filed with the Securities and Exchange Commission (the “Commission”) on March 10, 2014. The Registration Statement has not been declared effective by the Commission.

The Company is seeking withdrawal of the Registration Statement because the selling stockholders who held all shares to be registered by the Registration Statement are eligible to sell those shares under Rule 144 promulgated under the Securities Act.

The Company confirms that no securities have been or will be sold pursuant to the Registration Statement or the prospectus contained therein. The Company requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company’s account for offset against the filing fee for any future registration statement(s).

Please send copies of the written order granting withdrawal of the Registration Statement to the undersigned at Sonic Foundry, Inc., 222 West Washington Avenue, Madison, Wisconsin 53703, facsimile number (608) 443-1633, with a copy to the Company’s counsel, McBreen & Kopko LLP Attn.: James R. Stern, 209 West Jackson, Suite 800, Chicago, Illinois 60606, facsimile number (312) 332-2657.

If you have questions or require additional information, please contact the Company’s counsel, James R. Stern of McBreen & Kopko LLP, at (312) 332-6405.

Sincerely,

Sonic Foundry, Inc.

/s/ Kenneth A. Minor

Kenneth A. Minor
Chief Financial Officer