April 12, 2021
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Matthew Derby
Re: Capstone Turbine Corporation
Registration Statement on Form S-3 (File No. 333-254547)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Capstone Turbine Corporation (the “Company”) hereby respectfully requests that the Securities and Exchange Commission take such action as may be necessary and proper in order that the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) may be declared effective on April 14, 2021, at 4:30 p.m., Eastern time, or as soon as possible thereafter.
Please call Mark D. Wood ((312) 902-5493)) or Mark J. Reyes ((312) 902-5612)) of Katten Muchin Rosenman LLP, counsel to the Company, as soon as the Registration Statement is declared effective.
Very truly yours,
Capstone Turbine Corporation
/s/ Frederick S. Hencken III
Frederick S. Hencken III
Chief Financial Officer
cc: Mark D. Wood, Esq., Katten Muchin Rosenman LLP
Mark J. Reyes, Esq., Katten Muchin Rosenman LLP