CORRESP 1 filename1.htm CORRESP

Smart Sand, Inc.

1725 Hughes Landing Blvd, Suite 800

The Woodlands, Texas 77380

January 5, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

 

Attn:   

John Reynolds, Assistant Director

Office of Beverages, Apparel and Mining

   Re:   

Smart Sand, Inc.

Registration Statement on Form S-3

File No. 333-221994

Dear Mr. Reynolds:

On behalf of Smart Sand, Inc. (the “Company”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Washington, D.C. time, on January 8, 2018, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Please contact our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420 to provide notice of effectiveness or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

 

 

Very truly yours,
SMART SAND, INC.
By:   /s/ Lee E. Beckelman
  Lee E. Beckelman
  Chief Financial Officer

 

cc: Ryan J. Maierson, Latham & Watkins LLP