August 30, 2019
VIA EDGAR AND FEDEX OVERNIGHT
Stacie
Gorman
Division of
Corporation Finance
Office
of Real Estate and Commodities
United
States Securities and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549
Re:
Red
Oak Capital Fixed Income III, LLC
Offering
Statement on Form 1-A
Filed
June 25, 2019
File
No. 024-11026
Dear
Ms. Gorman:
This
letter is submitted on behalf of Red Oak Capital Fixed Income III,
LLC, a Delaware limited liability company (the “Issuer”), in response to
an oral comment (the “Comment”) received from
the staff of the Division of Corporation Finance (the
“Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) on August
30, 2019 with respect to the Issuer’s Offering Statement on
Form 1-A (File No. 024-11026) filed with the Commission on June 25,
2019, as previously amended (the “Offering Statement”).
This letter is being submitted contemporaneously with the filing of
the third amendment of the Offering Statement (the
“Third
Amendment”) containing changes made in response to the
Staff’s comment and for the purpose of updating and revising
certain information in the Offering Statement. Certain capitalized
terms set forth in this letter are used as defined in the first
amendment to the Offering Statement.
For the
Staff’s ease of review, we have provided two redline copies
of the Third Amendment marked against the First Amendment to the
Offering Statement filed on July 30, 2019.
Cover Page – Oral Comment
1.
Please
indicate on the cover page that the Issuer is not an investment
company and that investors will not receive the protections of the
Investment Company Act of 1940.
Issuer’s Response:
In response to Staff’s comment,
please see the Issuer’s revised disclosure on pg. iii of its
cover page.
The
Issuer respectfully believes that the information contained herein
and in the Third Amendment is responsive to the Comment. Please
feel free to contact me at the above number for any questions
related to this letter. We appreciate the Staff’s timely
response.
Very
truly yours,
/s/ T. Rhys
James
T. Rhys
James, Esq.
cc:
Chip Cummings (via
electronic mail)
Robert
R. Kaplan, Jr., Esq. (via electronic mail)
1401 E. Cary St. | Richmond, VA 23219 | Phone:
804.823.4000
P.O. Box 2470 | Richmond, VA 23218-2470
www.kv-legal.com