SEC Division of Corporation Finance no-action letter: Botetourt Bankshares, Inc.

SPllLMAH THOMAS 5 BATTLE

References: Securities Exchange Act of1934,
Section 12(h), 13(a) and 15(d); Rule 12h-3
Via Online submission: https:llwww,sec.govlformslcorp fin noaction Office of Chief Counsel Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Botetourt Bankshares, Inc. —Commission File No. 000-49787 Ladies and Gentlemen:
On behalf of our client, Botetourt Bankshares, Inc. (the "Company" ), we request that the staff of the Office of Chief Counsel, Division of Corporation Finance ("Staff') confirm that it concurs with the Company's view that the updating of its registration statement on Form S-3 during the year ending December 31, 2012 in connection with the incorporation by reference of the Company's Form 10-K for the year ended December 31, 2011 in this case would not preclude the Company from using Rule 12h-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to suspend its duty to file with the Commission periodic and current reports required by Sections 13(a) and 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, with respect to the fiscal year in which year the Form S-3 was updated pursuant to Section 10(a)(3)ofthe Securities Act of 1933, as amended (the "Securities Act"). The Company filed on April 26, 2012, as amended May 15, 2012, a Form 15 to deregister its common stock under Section 12(g)(4) 90 days later, on July 26, 2012. Subject to Staff concurrence, the Company intends to file a Form 15 pursuant to Exchange Act Rule 12h￾3(b)(1)(i) to suspend its reporting obligation and to discontinue its reporting obligation under
Section 13(a) and 15(d) of the Exchange Act prior to the filing deadline for its Quarterly Report
on Form 10-Q for the period ending June 30, 2012.
Factual Background
The Company is a "bank holding company" as defined in Section 2 of the Bank Holding Company Act of 1956, as amended. The Company owns all of the outstanding common stock of the Bank of Botetourt, a small, $301 million, community bank operating primarily in rural counties of western Virginia. The Bank is headquartered in Buchanan, Virginia and was founded in 1899 (the "Bank"). The Company engages in no business except through the Bank. The Company registered its common stock pursuant to Section 12(g) of the Exchange Act by 310 FirstStreet Suite1100 i Postoffice Box90 I Roanoke, Virginia 24002-0090 www.spilmanlaw.corn i 540.512.1800 540.342.4480 fax West Virginia North Caroiina Pennsylvania Virginia