PLY GEM HOLDINGS, INC.
5020 Weston Parkway, Suite 400
Cary, North Carolina 27513
August 18, 2016
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Pamela A. Long
Ply Gem Holdings, Inc.
Registration Statement on
Form S-3 (File No. 333-213172)
Dear Ms. Long:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-3 (the S-3) of Ply Gem Holdings, Inc. (the Company) be accelerated to August 22, 2016 at 4:00 p.m. Eastern Time or as soon thereafter as may be practicable.
The Company hereby acknowledges that:
| should the Securities and Exchange Commission (the Commission) or the staff of the Commission (the Staff), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact John C. Kennedy of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3025.
*****
Very truly yours,
PLY GEM HOLDINGS, INC. | ||||||||||
By: | /s/ Shawn K. Poe | |||||||||
Name: | Shawn K. Poe | |||||||||
Title: | Executive Vice President, Chief Financial Officer and Secretary |
[Signature Page to Company Acceleration Request]