CAPSTONE TURBINE CORPORATION

16640 Stagg Street

Van Nuys, CA 91406

 

July 16, 2018

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Caleb French

 

Re:     Capstone Turbine Corporation

Acceleration Request for Registration Statement on Form S-3

File No. 333-225503

 

Dear Mr. French:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Capstone Turbine Corporation (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 18, 2018, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Mitzi Chang at (415) 733-6017. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Mitzi Chang, by facsimile to (415) 384-6006.

 

In connection with the foregoing, the Company hereby acknowledges the following:

 

·             should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement 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 of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement 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.

 

If you have any questions regarding this request, please contact Mitzi Chang of Goodwin Procter LLP at (415) 733-6017.

 

	Very truly yours,
	CAPSTONE TURBINE CORPORATION
	By:	/s/ Darren R. Jamison
	Name:	Darren R. Jamison
	Title:	President and Chief Executive Officer

 

 

cc:	Darren R. Jamison, Capstone Turbine Corporation
	Jocelyn Arel, Goodwin Procter LLP
	Mitzi Chang, Goodwin Procter LLP