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Western Asset Mortgage Capital Corp – ‘DEL AM’ on 3/8/17

On: Wednesday, 3/8/17, at 5:11pm ET · Effective: 3/8/17 · Accession #: 1628280-17-2371 · File #: 333-216496

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/08/17  Western Asset Mtge Capital Corp   DEL AM      3/08/17    1:15K                                    Workiva Inc Wde… FA01/FA

Registration Effectiveness-Delaying Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEL AM      Registration Effectiveness-Delaying Amendment       HTML     10K

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

Document

385 East Colorado Boulevard, 3rd Floor, Pasadena, California 91101

March 8, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549



	Re:	Western Asset Mortgage Capital Corporation Registration Statement on Form S-3 (File No. 333-216496)

Ladies and Gentlemen:

We are filing this letter in order to provide the staff of the Division of Corporation Finance sufficient time to perform its customary screening and review of registration statements prior to their effectiveness.

Pursuant to Rule 473(c) of the Securities Act of 1933 (the “Act”), the following delaying amendment, prescribed by Rule 473(a) of the Act, is hereby incorporated into the facing page of the Registration Statement on Form S-3 (File No. 333-216496) filed by Western Asset Mortgage Capital Corporation on March 7, 2017:

“The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.”

If you have any questions or comments in connection with this delaying amendment, please contact David J. Goldschmidt (212-735-3574) of Skadden, Arps, Slate, Meagher & Flom LLP.

[Signature page follows]

Kind regards,

/s/ Lisa Meyer

Lisa Meyer

Chief Financial Officer & Treasurer

Western Asset Mortgage Capital Corporation



cc:	David J. Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP

Dates Referenced Herein and Documents Incorporated by Reference

This ‘DEL AM’ Filing	Date	Other Filings

Filed on / Effective on:	3/8/17
	3/7/17	10-K, 424B5, S-3
		List all Filings

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Filing Submission 0001628280-17-002371 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Western Asset Mortgage Capital Corp – ‘DEL AM’ on 3/8/17

On: Wednesday, 3/8/17, at 5:11pm ET · Effective: 3/8/17 · Accession #: 1628280-17-2371 · File #: 333-216496

Registration Effectiveness-Delaying AmendmentFiling Table of Contents

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

Dates Referenced Herein and Documents Incorporated by Reference

Registration Effectiveness-Delaying Amendment
Filing Table of Contents