SEC Info - Drillship Kythnos Shareholders Inc., et al. - ‘F-3/A’ on 4/22/15

Drillship Kythnos Shareholders Inc., et al. – ‘F-3/A’ on 4/22/15 – ‘CORRESP’

Document/Exhibit Description Pages Size 1: F-3/A Pre-Effective Amendment to Registration Statement HTML 1.08M by a Foreign Private Issuer for Securities Offered Pursuant to a Transaction 3: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 13K 2: EX-23.8 Consent of Experts or Counsel HTML 29K

	Seward & Kissel llp ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004

	TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM	901 K Street, NW WASHINGTON, D.C. 20001 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184

April 22, 2015

Securities and Exchange Commission

100 F Street, N.E.
Washington, D.C. 20549

Attention: H. Roger Schwall

Re: Ocean Rig UDW Inc.
Registration Statement on Form F-3
Filed April 7, 2015
File No. 333-202829

Dear Mr. Schwall,

Reference is made to the original registration statement on Form F-3 (the "Original Registration Statement"), filed by Ocean Rig UDW Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") on March 17, 2015.

By letter dated April 1, 2015 (the "First Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Original Registration Statement. The first amended registration statement on Form F-3 (the "First Amended Registration Statement"), which responded to the Staff's comments contained in the First Comment Letter, was filed with the Commission on April 7, 2015.

By letter dated April 20, 2015 (the "Second Comment Letter"), the Staff provided the Company with its comments to the First Amended Registration Statement. This letter sets forth the response of the Company to the Second Comment Letter. The Company has today filed via EDGAR its further amended registration statement on Form F-3 (the "Second Amended Registration Statement"), which responds to the Staff's comments contained in the Second Comment Letter.

The following numbered paragraph corresponds to the numbered paragraph in the Second Comment Letter. References to page numbers in the response below are to page numbers in the Second Amended Registration Statement.

Selling Shareholders, page 45

We note your response to our prior comment 1 and reissue such comment in part. Please confirm that all of the securities offered by the selling shareholders were issued and outstanding prior to the original filing of your registration statement. In this regard, we note your response in your letter dated April 7, 2015 that all of the shares were issued and outstanding prior to filing the amended registration statement. In addition, we note that on page 45 you disclose that a portion of the common shares were previously issued pursuant to restricted stock awards granted under the equity incentive plan dated March 21, 2012, but do not provide the last date such securities were issued. Please also confirm that you have identified each initial offering transaction pursuant to which the selling shareholders acquired the securities to be sold under the registration statement. Specifically, we note that you qualify your discussion of private placements with the word "primarily." Please revise to include a description of all applicable private placements without qualification. Refer to Securities Act Rule 430B(b)(2).

In response to the Staff's comment, the Company confirms that all of the securities offered by the selling shareholders were issued and outstanding prior to the filing of the Original Registration Statement on March 17, 2015. The Company has revised the "Selling Shareholders" section on page 42 of the Second Amended Registration Statement to include the last date on which common shares were issued pursuant to restricted stock awards granted under the Company's equity incentive plan dated March 21, 2012, as amended. The Company also confirms that it has revised the "Selling Shareholders" section on page 42 of the Second Amended Registration Statement to identify the initial transactions in which all of the securities being registered for resale were issued. Further the Company has removed reference to the word "primarily" from its disclosure and confirms that it has included a description of all applicable transactions without qualification.

If you have any questions or comments concerning the enclosed, please feel free to telephone the undersigned at (212) 574-1223, Andrei Sirabionian at (212) 574-1580 or Quentin Wiest at (212) 574-1639.

	Very truly yours, SEWARD & KISSEL LLP


	By:	/s/ *Gary J. Wolfe*
		Gary J. Wolfe, Esq.

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4/22/15

4/20/15

UPLOAD

4/7/15

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4/1/15

3/17/15

F-3

3/21/12

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Drillship Kythnos Shareholders Inc., et al. – ‘F-3/A’ on 4/22/15 – ‘CORRESP’

Previous ‘F-3’: ‘F-3/A’ on 4/16/15 · Next: ‘F-3/A’ on 4/29/15 · Latest: ‘F-3/A’ on 5/5/16

Pre-Effective Amendment to Registration Statement by a Foreign Private Issuer for Securities Offered Pursuant to a Transaction — Form F-3
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Delayed-Release ‘CORRESP’ — Comment-Response or Other Letter to the SEC

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Dates Referenced Herein and Documents Incorporated by Reference

Drillship Kythnos Shareholders Inc., et al. – ‘F-3/A’ on 4/22/15 – ‘CORRESP’

Previous ‘F-3’: ‘F-3/A’ on 4/16/15 · Next: ‘F-3/A’ on 4/29/15 · Latest: ‘F-3/A’ on 5/5/16

Pre-Effective Amendment to Registration Statement by a Foreign Private Issuer for Securities Offered Pursuant to a Transaction — Form F-3Filing Table of Contents

Delayed-Release ‘CORRESP’ — Comment-Response or Other Letter to the SEC

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Pre-Effective Amendment to Registration Statement by a Foreign Private Issuer for Securities Offered Pursuant to a Transaction — Form F-3
Filing Table of Contents