Withdrawal of Registration Statement (rw)
December 08 2017 - 4:27PM
Edgar (US Regulatory)
Global
Brokerage, Inc.
55
Water Street, Floor 50
New
York, NY 10041
December
8, 2017
VIA
EDGAR
United
States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
RE:
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Global
Brokerage, Inc.
Registration
Statement on Form S-3 (File No. 333-212489)
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Ladies
and Gentlemen:
Global
Brokerage, Inc. (the “Company”), hereby requests, pursuant to Rule 477 of the Securities Act of 1933, as amended (the
“Securities Act”), that the Company’s Registration Statement on Form S-3 (File No. 333-212489), initially filed
with the Securities and Exchange Commission (the “SEC”) on July 12, 2016, as thereafter amended on July 27, 2016,
together with all exhibits and amendments thereto (the “Registration Statement”), be withdrawn effective immediately.
No securities have been issued or sold under the Registration Statement. The Registration Statement was declared effective on
August 2, 2016.
The
Company has determined at this time not to proceed with the offering due to its intention to deregister its common stock under
the Securities Exchange Act of 1934, as amended, and requests that the SEC consent to this application on the grounds that withdrawal
of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph
(a) of Rule 477 of the Securities Act. The Company requests that, in accordance with Rule 457(p) under the Securities Act, all
fees paid to the SEC in connection with the filing of the Registration Statement be credited for future use.
Accordingly,
we request that the SEC issue an order granting the withdrawal of the Registration Statement (the “Order”) effective
as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to Boris Dolgonos of Jones
Day, via email at bdolgonos@jonesday.com or via facsimile at (212) 755-7306.
Please
contact Mr. Dolgonos at (212) 326-3430 if you have any questions concerning the foregoing. Thank you for your attention to this
matter.
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Very
truly yours,
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GLOBAL
BROKERAGE, INC.
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By:
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/s/
David S. Sassoon
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David
S. Sassoon
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General
Counsel and Secretary
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cc:
Boris Dolgonos, Jones Day
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