Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)

As filed with the Securities and Exchange Commission on March 8, 2018

Registration No. 333-202187

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT No. 1

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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BofI Holding, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		33-0867444
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

4350 La Jolla Village Dr., Suite 140

San Diego, California 92122

(858) 350-6200

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

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Gregory Garrabrants

President and Chief Executive Officer

BofI Holding, Inc.

4350 La Jolla Village Dr., Suite 140

San Diego, California 92122

(858) 350-6200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________________________

Copies to:

Allen Z. Sussman, Esq.

Loeb & Loeb LLP

10100 Santa Monica Blvd., Suite 2200

Los Angeles, California 90067

(310) 282-2000

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Approximate date of commencement of proposed sale to the public: Not Applicable

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o

Emerging growth company o

DEREGISTRATION OF SECURITIES

On February 20, 2015, BofI Holding, Inc. (the “Registrant”) filed with the Securities and Exchange Commission a registration statement on Form S-3ASR, Registration No. 333-202187 (the “Registration Statement”), registering common stock, preferred stock, debt securities, warrants, subscription rights and units (collectively referred as “securities”) in amounts, at prices and on terms described in supplements to the prospectus. The aggregate amount of the securities offered by the Registration was not to exceed $300,000,000. In addition, selling stockholders identified in the prospectus had the option to offer, from time to time and in one or more offerings, up to $50,000,000 of our common stock. The Registration Statement became effective on February 20, 2015. The Registrant completed sales of common stock and debt securities totaling $101,000,000 under the Registration Statement. No other securities were sold by the Registrant or any selling stockholder under the Registration Statement.

The Registrant files this Post-Effective Amendment No. 1 to the Registration Statement to deregister, as of the effectiveness of this post-effective amendment, all securities unsold under the Registration Statement. Pursuant to 457(p), the registrant intends that the aggregate total dollar amount of the filing fee associated with unsold securities $28,934 be used to offset against the total filing fees due for subsequent registration statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Post-Effective Amendment No. 1 to Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, and State of California, on this 8th day of March, 2018. No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.