Express, Inc.
1 Express Drive
Columbus, Ohio
43230
VIA EDGAR
December 22, 2022
United States Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549
Attention: Katherine Bagley
Registration Statement on Form S-3
File No. 333-253368
Application for Withdrawal
Ladies and
Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Express, Inc., a Delaware corporation (the
Registrant), hereby respectfully requests that the Securities and Exchange Commission (the Commission) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the
Registrants Registration Statement on Form S-3 (Registration No. 333-253368), together with all exhibits and amendments thereto (the Registration
Statement).
The Registration Statement was declared effective by the Commission on April 14, 2021. The Registrant is
requesting to withdraw the Registration Statement because it has elected not to pursue the sale of securities pursuant to the Registration Statement.
The Registrant confirms that no securities were sold, or will be sold, pursuant to the Registration Statement or the prospectus contained
therein.
Please address any questions you may have to Robert M. Hayward, P.C. of Kirkland & Ellis LLP at (312) 862-2133, or, in his absence, Alexander M. Schwartz of Kirkland & Ellis LLP at (312) 862-2578.
Sincerely,
Express, Inc.
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By: |
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/s/ Laurel Krueger |
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Name: Laurel Krueger |
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Title: Chief Legal Officer and Corporate Secretary |
Enclosures
cc: |
Katherine Bagley (Securities and Exchange Commission) |
Laurel Krueger (Express, Inc.)
Raanan Lefkovitz (Express, Inc.)
Robert M. Hayward, P.C. (Kirkland & Ellis LLP)
Alexander M. Schwartz (Kirkland & Ellis LLP)