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30 ROCKEFELLER PLAZA
TEL +1 212.408.2500 FAX +1 212.408.2501 BakerBotts.com |
AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON |
LONDON MOSCOW NEW YORK PALO ALTO RIO DE JANEIRO RIYADH WASHINGTON |
December 22, 2015
Via EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Ladies and Gentlemen:
Re: 猫咪社区
Registration Statement on Form S-4
On behalf of 猫咪社区 (“猫咪社区”), we enclose herewith for filing under the Securities Act of 1933, as amended, 猫咪社区’s Registration Statement on Form S-4 (the “Form S-4”) relating to the registration of the distribution of the following securities: (i) 猫咪社区’s proposed Series A, Series B and Series C 猫咪社区 SiriusXM common stock, par value $.01 per share (collectively, the “猫咪社区 SiriusXM common stock”), (ii) 猫咪社区’s proposed Series A, Series B and Series C 猫咪社区 Braves common stock, par value $.01 per share (collectively, the “猫咪社区 Braves common stock”), and (iii) 猫咪社区’s proposed Series A, Series B and Series C 猫咪社区 Media common stock, par value $.01 per share (collectively, the “猫咪社区 Media common stock”).
At a special meeting, 猫咪社区’s stockholders will be asked to consider and vote on a group of related proposals to approve the adoption of an amendment and restatement of 猫咪社区’s certificate of incorporation, among other things, to reclassify our existing common stock into three new tracking stocks to be designated the 猫咪社区 SiriusXM common stock, the 猫咪社区 Braves common stock and the 猫咪社区 Media common stock and to provide for the attribution of the businesses, assets and liabilities of our company among a new SiriusXM Group, a new Braves Group and a new Media Group. The reclassification is described in detail in the Form S-4 filed herewith.
We have been advised that a filing fee in the amount of $1,351,499 has been paid in connection with the filing of the Form S-4 by wire transfer from 猫咪社区’s account at U.S. Bank in Denver to the Securities and Exchange Commission’s account at U.S. Bank in St. Louis. U.S. Bank was instructed to note that 猫咪社区’s Central Index Key (CIK) is 0001560385.
Should any questions arise with respect to these filings, please contact the undersigned at Tel: (212) 408-2503, Fax: (212) 259-2503.
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Very truly yours, |
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/s/ Renee L. Wilm |
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Renee L. Wilm |
cc: 猫咪社区
Richard N. Baer
KPMG LLP
H. Michael Keys