| Lucy Schlauch Stark Phone 303-295-8493 Fax 303-291-9145 MLStark@hollandhart.com
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July 20, 2012
VIA EDGAR
Mara L. Ransom
Assistant Director
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Natural Grocers by Vitamin Cottage, Inc.
Amendment No. 4 to Registration Statement on Form S-1 filed July 20, 2012
File No. 333-182186
Dear Ms. Ransom:
On behalf of our client, Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “Company”), pursuant to Rule 472 I am submitting as correspondence a copy of the Company’s above-captioned Amendment No. 4 to Registration Statement (“Amendment No. 4”), marked to indicate the changes effected since the filing of Amendment No. 3 on July 12, 2012.
Additionally, the Company has included additional disclosure in Amendment No. 4 in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission by telephone on July 18, 2012 and July 19, 2012. Specifically:
· With regard to the Staff’s comment on July 18, 2012 regarding the Company’s stockholder’s agreement, the Company has revised the disclosure on page 106 of Amendment No. 4 to clarify that some, but not all, of the parties to the stockholder agreements are party to the voting provisions of that agreement;
· With regard to the Staff’s comment on July 19, 2012 related to the adjustments in the capitalization table, we have revised the footnotes to that table to provide additional detail on the adjustments made for each transaction for which adjustments are made; and
· With regard to the Staff’s comment on July 19, 2012 related to the selected balance sheet data, and specifically the pro forma total assets, we have provided
Holland & Hart LLP Attorneys at Law
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additional disclosure to describe a deferred tax asset resulting from the reorganization described in Amendment No. 4.
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| Respectfully, |
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| /s/ Lucy Schlauch Stark |
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| Lucy Schlauch Stark |
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| Holland & Hart LLP |
Attachment
cc: Kemper Isely, Natural Grocers by Vitamin Cottage, Inc.
Sandra Buffa, Natural Grocers by Vitamin Cottage, Inc.
Keith Townsend, King & Spalding LLP
Scott Berdan, Holland & Hart LLP