February 16, 2016
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Ollies Bargain Outlet Holdings, Inc.
Registration Statement on Form S-1
File No. 333-209420
Ladies and Gentlemen:
We refer to the registration statement on Form S-1 (File No. 333-209420) (as amended, the Registration Statement) of Ollies Bargain Outlet Holdings, Inc. (the Company), relating to the registration of the Companys common stock, par value $0.001 per share. As representatives of the several underwriters of the proposed public offering by certain selling stockholders of the Company of up to 6,500,000 shares of common stock, we hereby join the Companys request that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement will be declared effective at 4:00 p.m. (Eastern time) on Thursday, February 18, 2016, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of Preliminary Prospectus, dated February 16, 2016, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
|J.P. MORGAN SECURITIES LLC|
|/s/ Claire McDonough|
|/s/ Steve Tricarico|
MERRILL LYNCH, PIERCE, FENNER & SMITH
|/s/ Richard A. Diaz|
As representatives of the several underwriters
[Signature Page to Underwriter Acceleration Request]