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King & Spalding LLP 1180 Peachtree Street N.E. Atlanta, GA 30309-3521 Tel: +1 404 572 4600 Fax: +1 404 572 5100 www.kslaw.com |
February 12, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Anuja A. Majmudar |
Karina Dorin
| Re: | Kodiak Gas Services, Inc. |
Registration Statement on Form S-4
Filed January 12, 2024
File No. 333-276508
Dear Ms. Majmudar and Ms. Dorin:
On behalf of our client, Kodiak Gas Services, Inc. (the “Company”), we are transmitting via EDGAR with this letter, for filing under the Securities Act of 1933, as amended (the “Securities Act”), Amendment No. 1 to the above referenced Registration Statement on Form S-4 (the “Revised S-4”). This letter together with the changes reflected in the Revised S-4 respond to the Staff’s comments contained in its letter dated February 6, 2024.
For your convenience, this letter sets forth in italics each of the Staff’s comments before each response is given. All references, page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions contained in the Revised S-4. All capitalized terms used in this letter but otherwise not defined herein have the meanings ascribed to such terms in the Revised S-4.
Registration Statement on Form S-4 filed January 12, 2024
Information About Kodiak
Executive Compensation of Kodiak, page 133
| 1. | Please update executive compensation and director compensation for Kodiak to reflect data for the year ended December 31, 2023. Refer to Item 18(a)(7) of Form S-4 and Question 117.05 of the Compliance and Disclosure Interpretations for Regulation S-K. |
The Company has revised the disclosure under the caption “Executive Compensation of Kodiak” beginning on page 134 of the Revised S-4 in response to the Staff’s comment.